The Nutcracker and the Chaos King
by DisneyFanatic2364
Summary: It's Hearth's Warming Eve and Fluttershy's gift from Aunt Luna is a nutcracker. Her aunt tells her that he is under a curse, but doesn't believe her until night falls and the Chaos King who put him under the curse comes with his army. Shrunk in the battle, Fluttershy must venture with the nutcracker into the Land of Sweets to defeat the Chaos King and break his evil spells.
1. Fluttershy's Gift

**I know, okay? I know this isn't "Son-In-Law of Discord" or any of the other fics, but Christmas is coming and I've been planning this story as a Holiday Special all year! I should be studying for finals, but after a three-hour study session, my mind needed some leisure. Then I started work on this again. This, I hope, won't take as long as most of my multi-chapter fics and I'll only be working on this to fit the holiday season.**

**This is an MLP version of "The Nutcracker," with my own twist to the story but some inspiration from other versions, most notably the Barbie version and the film "The Nutcracker Prince."**

**Disclaimer: I do not own MLP or "The Nutcracker."**

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><p>It was Hearth's Warming Eve and the streets of Ponyville were quiet. The snow fell silently on the sidewalk as the light in every shop window went out. Ponies had gone home to their families to prepare for tomorrow's festivities.<p>

The only living soul out tonight was a tall, dark mare draped in a black hooded cape. The crunch of her hooves in the snow was the only sound to be heard; unless you had a good enough ear to hear the snowflakes touch the ground.

Her dark blue face was serene, her eyes focused on the path ahead of her, making occasional glances to the brightly wrapped packages tucked under her foreleg.

She stopped in front of a house that was small, yet sophisticated. The windows were still lit and laughter could be heard inside. The mare smiled softly and looked back at her baggage.

"Worry not, your highness," she whispered. "Everything will fall into place."

* * *

><p>Inside the little house, a colt and a filly were putting the finishing touches on their Hearth's Warming tree. The colt was brown with brown eyes and a reddish brown mane. He was the younger of the two at the age of eight. His sister was a yellow pegasus with teal eyes and a long, flowing pink mane. She was sixteen, that age between filly and mare, where no pony, not even the girl, could tell which was the case.<p>

She was lighting the candles when she noticed her brother fiddling with the matches.

"Button!" she exclaimed, taking the matchbox from his hooves. "Don't play with those!"

The colt, Button, rolled his eyes. "Calm down, Fluttershy, I wasn't gonna burn myself!"

"Maybe not on purpose," Fluttershy said softly as she set the matchbox on the mantle where he couldn't reach it, "but if you aren't careful when handling dangerous objects, you could get hurt!"

A cream-colored mare with long brown hair walked in on the foals and gazed up at the tree.

"Beautiful job, children," she marveled. "Are we ready to put the star up now?"

"Almost, Mother," Fluttershy replied. "Just a few more candles."

The mare frowned at her son. "Oh, Button! I told you to fix your bowtie!"

"Aw, Mom!" Button complained as his mother started fiddling with the loose tie around his neck.

"None of that now! Don't you want to look nice when your godmother arrives?"

"But this suit itches!"

His mother gave him a stern look as she smoothed out his blue jacket. Then she looked up and smiled at her daughter's simple green dress. Many had complimented the family on how pretty their daughter was. Fluttershy had a natural, delicate beauty that made her look radiant no matter what she wore.

Ponies had also commended Fluttershy on her kindness towards others. Ever since she was a little filly, she would care for the stray animals in the streets and the meadow. Sometimes she would even bring a sick bird or rabbit home and spend the next few weeks nursing it back to health.

It was hard for Mrs. Mash to believe that her daughter was growing up and would soon be ready for marriage. With her beauty and gentleness, she would make a fine bride.

She shook the thought out of her head. Her daughter was still young and didn't have to worry about such things quite yet.

"There," Fluttershy announced, blowing out her match. "That's the last one."

"My, my, my," said a stallion who looked like an older version of Button, except he had wings. "This has to be the loveliest tree we've ever had!"

Mrs. Mash smiled and nuzzled her husband. "It's certainly the tallest."

"But it's not finished yet," Fluttershy pointed out.

She reached into a cardboard box and took out a silver star with six points.

"Can _I_ put it on?!" Button pleaded, reaching for the star. "Can I, can I, can I?!"

"No!" Fluttershy exclaimed, hovering above him. "You might break it!"

"Hey, no fair using your wings!"

"Enough!" their mother commanded. "You can do it together."

The siblings looked at each other and nodded. Fluttershy gave Button the star and took him in his hooves. She flew him up to the tree and held him steady as he placed the star on top.

"Oh, it's gorgeous!" Fluttershy marveled as she put her brother down. "It really is the loveliest tree we've ever had!"

"It is indeed a lovely sight."

Every pony turned in surprise at the sound of a deep, female voice and jumped when they saw a tall, hooded figure in the doorway. The mare threw back her head, allowing her hood to fall. She had a dark blue face with blue eyes to match, a long horn growing from her forehead and a sparkling, flowing mane resembling the night sky.

The children grinned brightly at the sight of her.

"Aunt Luna!"

A small smile appeared on the dark mare's face as they rushed to embrace her. She set down her packages to welcome them into her hooves.

"Fluttershy, Button!" she sighed. "My dearest godchildren! My, my! Button, how you've grown since last I saw you! And Fluttershy, you've become quite the young lady!"

Fluttershy blushed. "Did you have a safe journey?"

"Did you bring us presents?" Button asked excitedly.

"Button!" Mrs. Mash scowled.

Luna chuckled. "No, that's quite alright." She took out a flat, rectangular package wrapped in red and decorated with green ribbon. "Happy Hearth's Warming, Button, dear."

"Yay!" Button exclaimed as he began tearing the wrapping off the present.

"Button!" his mother hollered, taking the package from his hooves. "Wait until morning!"

"He can open it now, dear," Luna assured her. "I think children are entitled to open at least one present on Hearth's Warming Eve."

Mrs. Mash sighed and handed Button back his gift so he could finish unwrapping it.

"How was your trip, Luna?" Mr. Mash asked as he took their guest's cloak.

"Long," Luna bluntly stated, shaking the cold off her wings.

The stallion glanced around. "Didn't say you were bringing your niece with you?"

"She was delayed and won't arrive until morning."

"Where did you go this time?" Fluttershy asked, for she was always eager to hear of her godmother's travels.

"Oh, the usual places: Germaneigh, Prance, Hosstralia. Then I picked up your gifts."

"Oh, wow!" Button said in awe as he held up a tin soldier. "New soldiers for my collection!"

He rushed to the glass cabinet, opened it and took out an orange winged pony soldier with blue eyes and hair.

"General Flash!" Button exclaimed. "You have some new recruits! We need to put them through training right away!"

His family chuckled at his behavior.

"These are for you, my friends," Luna said, handing two packages to Mr. and Mrs. Mash.

"Oh, thank you!" Mrs. Mash said in gratitude as she opened her tiny box.

"Oh my!" Mr. Mash marveled, lifting a watch out of his package. "Is this real gold?"

Luna nodded. "I got it in Germaneigh."

"Oh, Luna, it's lovely!" Mrs. Mash exclaimed as she put on a diamond necklace.

"That was from Maris."

"You really shouldn't have! I mean these must've cost…"

Luna lifted her hoof. "Money is no object when it comes to friendship." She smiled down at her goddaughter. "I actually have two gifts for you, Fluttershy, and you must treat them both with care."

Fluttershy's eyes widened in interest. "What are they?"

Luna led her to the couch and handed her a small, pink package wrapped in yellow ribbon. Fluttershy opened it and gasped. Inside was the prettiest necklace she had ever seen! It had a silver chain with a pink, jeweled butterfly pendant.

"It's beautiful!" she said in wonder. "What kind of jewel is this?"

Luna smirked as she put the necklace around her goddaughter's neck. "I'm afraid it's no jewel, just some costume jewelry. But I saw it and thought it would look lovely on you."

Mrs. Mash raised an eyebrow and glanced down at her diamond necklace. "Why not get a real jewel for Fluttershy?"

"I don't mind, Mother," Fluttershy said, touching the butterfly pendant. "It _does_ suit me."

"Now for my second gift," Luna said, giving her a blue package.

"Hey!" Button scowled. "How come _she_ gets _two_ presents?"

"I gave you five soldiers. By simple arithmetic, _you_ received the most."

That didn't wipe the jealousy off the young colt's face.

Fluttershy peeled back the wrapping and opened the box. Lying inside was the wooden figure of a unicorn stallion. He wore a red coat with gold buttons, a tall blue hat, blue trousers, black boots and a belt with a miniature sword. His face was white with blue eyes and a long blue mane streaked with light blue. His mouth was huge with bright white teeth painted on it. Fluttershy carefully lifted the toy stallion from the box.

"Oh, Aunt Luna," she whispered, "he's so handsome!" She blushed. "I mean…"

Luna chuckled. "It's alright. He was carved rather well, I think."

"What is it?" Button asked curiously.

"It's a nutcracker. Here. I'll show you how it works."

"Luna, isn't Fluttershy a little old for dolls?" Mrs. Mash inquired.

The alicorn ignored her question and took a nut from the bowl on the table beside them. She placed it inside the nutcracker's mouth, pulled down the lever sticking out of his back and the shell cracked inside the wooden jaw. Luna took out the nut and popped it in her mouth. Fluttershy excitedly grabbed another nut and tried the same thing. The parents decided to leave the children with their godmother and set the table for dinner.

"Hey, I wanna try, I wanna try!" Button insisted.

"No!" Fluttershy protested, pulling the nutcracker away protectively. "You might break it!"

"Fluttershy, let your brother have a turn," Luna said gently.

"But Aunt Luna…"

"Hush now," Luna uttered as she removed the nutcracker from Fluttershy's hooves and gave him to Button.

"But he'll break it!"

"Fluttershy…"

While the two of them argued, Button placed his hoof in the nut bowl but frowned when he found it empty. Then he spied one of his miniature cannonballs on the floor and mistook it for a nut. As soon as he tried to crack it in the nutcracker's mouth, the lever snapped, leaving the nutcracker with half a jaw.

"Oops," Button squeaked.

Fluttershy gasped and snatched the nutcracker. "Button! What did you do?!"

His lip quivered. "I'm sorry…"

"Oh, I knew you'd break it! You're never careful with anything!"

"Fluttershy, don't be so hard on your brother," Luna said sternly. "He's only a child."

"Whatever," Button huffed, standing up. "That thing is ugly anyway. I'm gonna play with some _real_ soldiers!"

Fluttershy scowled at her brother and then looked sadly at her nutcracker. "Poor thing."

She took the yellow ribbon from her first gift and wrapped it around the nutcracker's head, holding his jaw in place.

"There," she said with a smile. "All better."

Luna grinned softly at her goddaughter's capacity for kindness towards others, even to her toys.

"You know, there's a story behind that nutcracker. Would you like to hear it?"

Fluttershy, who always loved a good story, nodded and sat beside her godmother.

"Believe it or not," Luna began, "this nutcracker wasn't always a nutcracker. He used to be a stallion."

Fluttershy glanced down at her toy with wide eyes. "Really? Was he a prince?"

"No, but he was going to be. He was engaged to the Sugar Plum Princess."

"Sugar Plum Princess?"

"The ruler of the Land of Sweets, and the most beautiful mare in all the land. She could've had any stallion she wanted."

Fluttershy smiled and cradled the nutcracker. "But she chose him."

Luna nodded. "Yes. He was her Captain of the Guard. She loved him and he loved her. Unfortunately, they loved each other so much that the princess' royal advisor became jealous. He wanted to marry the princess and become king, but he was such a hideous creature that no pony, not even the princess, would want him. So, using dark magic, he cast a spell on the princess, making her as hideous as he was."

Fluttershy gasped. "Oh, how awful!"

"Despite it all, the captain still loved her. Still, her curse caused distress amongst the citizens, so he set out to look for a cure. The only thing that could break the spell was the Crackatook Nut, the most powerful nut in the world. The captain managed to crack the nut and feed it to the princess, turning her beautiful again. But that didn't stop the princess' advisor. He cast another spell on the captain, turning him to wood, and banished him from the land. The advisor then took over the kingdom and crowned himself the Chaos King."

"Oh my," Fluttershy said, glancing down at the nutcracker. "So the Chaos King turned the princess' fiancé into a nutcracker? _This_ nutcracker?"

Luna nodded. "Yes, the very same. And the only way to break the curse is a kiss of true love, which was why the Chaos King banished him, so he could never kiss his princess."

"This Chaos King sounds horrible!"

The alicorn shrugged. "Indeed, but any pony would act horrible if they had not been shown any kindness in their life." She put her hoof on her goddaughter's. "You must protect this nutcracker at all costs, Fluttershy. The Chaos King won't let him live like this forever."

Fluttershy smirked. "That's a nice story, Aunt Luna, but you don't expect me to believe all that, do you?"

Luna sighed and smiled softly. "No, I don't. Still, you'll take care of him, won't you?"

"But of course," Fluttershy replied as she rose and flew over to the toy cabinet. "I'll even introduce him to my other dolls."

Fluttershy didn't play much with her dolls anymore, but she kept them for sentimental reasons. She opened the glass cabinet and took out a white unicorn doll with a curly purple mane in a blue dress.

"This is Rarity," Fluttershy told the nutcracker. "She was my first doll. She loves nothing more than making herself look pretty, but she's not vain, mind you. She's actually a very kind and loving pony."

She set Rarity down and picked up the doll in a next to her. This one wore a pink dress and was also a white unicorn, but smaller, and with green eyes instead of blue. Her mane was also curly, with pink and purple stripes.

"This is her little sister, Sweetie Belle," Fluttershy explained. "She loves to sing. Like her sister, she may seem fragile, but when these two put their heads together, there's nothing they can't overcome."

Luna watched with a smile as Fluttershy interacted with her dolls. Her smile faded for a moment as her eyes fell upon the nutcracker.

"Soon, your highness," she whispered. "She's the one. I know it."

* * *

><p>After dinner, Fluttershy was so tired that she passed out on the couch, the nutcracker tucked tightly under her foreleg. Her mother and godmother smiled as they watched her slumber peacefully.<p>

"We should put her to bed," Mrs. Mash declared.

Luna shook her head. "I'd hate to wake her and interrupt her dreams."

The earth pony sighed and nodded in agreement. Still, she wasn't going to let her daughter freeze. She took the afghan from the couch and draped it over the sleeping filly.

As Mrs. Mash left the room, Luna stayed behind and used her magic to carefully remove the nutcracker from Fluttershy's grasp. She closed her eyes as she cast her spell and removed the yellow ribbon. Then she moved the nutcracker's jaw to check that it was back in place.

As she gently returned the nutcracker to Fluttershy, Luna glanced at her goddaughter's sleeping face. Her horn glowed again and her blue aura engulfed the butterfly pendant.

_For added measure_, she thought.

When the light dimmed, she leaned forward and whispered to the nutcracker:

"Keep her safe."

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><p><strong>First chapter's short, but the next chapter's mostly done (I've been working on this for a while). But keep in mind, I still have exams.<strong>

**Cover art by Forest-Lark.**


	2. Battle of the Dolls

**I'm not usually good at writing fight scenes, but I think this turned out well.**

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><p>The clock struck midnight: the Witching Hour, when magic is at its prime. The small fire burning in the hearth glowed on the figure of the filly sleeping on the daybed. On the stroke of twelve, a dark figure appeared atop the grandfather clock. It was Luna, in a transparent, spirit-like form. She looked down at her goddaughter and smiled softly. Then she glanced at the nutcracker tucked under her foreleg.<p>

"And so it begins," she whispered, her horn glowing in the darkness, "tonight."

The blue light from her horn emitted in all directions, one stream flowing directly into the nutcracker. Luna's ears perked up when she heard tiny footsteps and ducked out of sight.

In the wall was a tiny mouse hole, and from it came an army of, not mice, but mouse-sized dogs. They marched quietly into the parlor and shushed each other whenever the floor creaked or their armor clanked. Then another creature emerged from the hole, taller than the dogs, but still much smaller than a pony.

He was a creature made up of so many different animal parts: the gray head of a pony, a black mane going down his long neck, the beard, horn and leg of a goat; a deer antler, a lion's paw, an eagle claw, a bat wing, a blue pegasus wing, a green dragon's leg, a red snake tail with white fluff at the end, and a long, brown, furry serpentine body. He wore a purple and pink checkered tunic, a red cape, a golden crown on his head, and a ruby pendant around his neck.

This was the Chaos King.

His red and yellow eyes squinted at the sleeping filly. He chuckled when he saw a gleam around her neck. He leaned over to his three commanding officers.

"There it is, boys," he whispered, pointing to the butterfly necklace. "The Jewel of Kindness."

The tallest dog frowned. "We came all this way for _that_? That's no real jewel! That's just a cheap piece of costume jewelry!"

The dog choked as the Chaos King gripped his claw around his neck. "That 'cheap piece of costume jewelry' is the only thing standing in our way, Fido! Now go get it, before the filly wakes up!"

Fido and his two compatriots nodded and tiptoed over to the sleeping filly. They had to make a tower of themselves to get to her and called two of the strongest dogs to get on the bottom. The smallest one climbed over them and reached for the red velvet cushion.

"Good job, Spot!" the dark gray dog, Rover, exclaimed. "Now grab it!"

Spot crept over to the mare and reached for the pink jewel. As he touched it, a bolt of electricity shot out of it, sending him flying backward and causing the dog tower to collapse. The Chaos King slapped himself in the forehead.

"It _had_ to be Diamond Dogs," he mumbled. "Mice could've been more effective! And practical!" He stomped over to his minions and pushed them to the ground. "Watch and learn, idiots!"

He teleported onto the daybed and grinned evilly as his eyes beheld the butterfly necklace.

"At last," he chuckled, holding out his paw and claw. "Nothing will stand in my way nowAAAAAAH!"

He jumped back as the jewel burned his paw and claw. His eyes were wide with confusion, but he growled in anger. He vanished and reappeared above the filly, now a much larger size. He paused as he got a look at the filly's face.

The innocence it held was mesmerizing and he found himself running his claw through her soft, pink mane.

"Pretty thing," he mused. "Almost feel sorry that I have to take your precious necklace away."

But as he touched the chain, it had the same effect. The Chaos King gritted his teeth and clenched his claw into a fist. He cursed the witch for not telling him the necklace was enchanted! Then again, he should've guessed as much for something so powerful.

After a moment, he relaxed and smiled down at the filly.

"No matter," he said calmly. "If we can't take the necklace, we'll just have to take the girl."

"You shall not touch her, you fiend!"

The Chaos King gasped as a tiny red and white figure hopped onto the backrest of the daybed and lashed out a sword the size of a pin. It was the nutcracker.

"You!" the Chaos King shouted. "But...how?"

"Have at thee, Discord!" the nutcracker challenged. "Leave the girl be and face your demise!"

"Stay out of this, Shining Armor! I was merciful turning you to wood rather than killing you! Let me go about my business and it will stay that way!"

"Your fight is with me! Leave Fluttershy alone!"

"On the contrary, Nut Boy, this has nothing to do with you! I'm here for the girl. Just let me take her, and I'll be on my way."

"Over my dead body!"

"Why? What's she to you? Don't you already have a girlfriend?"

"I would be with her, if it weren't for you!"

"Oh yes, that's right."

"The only way you're going to get this girl is if you kill me!"

Discord rolled his eyes. "Fine, if that's the way you want to play it." He snapped his fingers and made a sword appear in his paw. "All I want is the girl, but having the pleasure of destroying you is an added bonus."

He swiped the blade at the nutcracker, but he quickly ducked out of his swing.

"This isn't a fair fight, Discord!" Shining Armor mocked. "Pick on some pony your own size!"

Discord ignored his comment and swung at him again, gasping as he nearly cut the filly.

"Very well," he snorted.

He snapped his fingers and shrunk to the nutcracker's size. Well, still towering over him, but roughly his size. The nutcracker leapt off the daybed and faced his opponent.

"Just like old times," Discord smirked.

The Diamond Dogs crouched into pouncing positions, but their leader raised his claw.

"Don't help! He's mine!"

Discord charged forth and there was a loud clang as Shining Armor blocked his blow.

"Why are you here, you rat?" the nutcracker demanded as he thrust his blade towards his adversary.

"I told you," the Chaos King replied as he defended himself. "All I want is the girl."

"Why? What do want with the girl?"

"That is my business and my business alone! If you had not meddled in my affairs long ago, you wouldn't be in this mess!"

The sound of the foes fighting was enough to wake Fluttershy. Her eyes fluttered open as she wearily lifted her head to see what was making the noises. She clutched her hoof to her chest and realized that her nutcracker was gone.

She lifted the blanket and pillow, but could not find him. Then she heard another clang and spun around to see her nutcracker over by the fireplace, fighting a small, frightening creature she could not identify. She shook her head and closed her eyes.

"I must be dreaming."

But when she opened them again, the strange battle was still going on. Surrounding the two foes was an army of tiny dogs in armor. The whole scene was bizarre to the filly.

"Did I hit my head?" she questioned, putting her hoof to her head.

She didn't understand what was going on, but it frightened her that this horrifying creature was trying to hurt her nutcracker. The enemies' swords were pushing against each other, and the nutcracker was losing the struggle.

Determined to save her beloved nutcracker, Fluttershy raced over to the battle. The tiny dogs scrambled so they wouldn't be stepped on by the large pony.

"You've lost your touch, Nut Boy," Discord sneered.

He screamed and dropped his sword as a giant yellow hoof snatched him up. Fluttershy brought the creature to her furious face.

"Leave him alone!" she bellowed.

"Rats!" Discord cursed. "I forgot about you."

He was angry for a moment but couldn't help admiring her enormous teal eyes and her fiery spirit. He smirked at the giant mare.

"Now, don't you think you should pick on someone your own size?"

He snapped his fingers and Fluttershy dropped the Chaos King as he grew bigger. She glanced around and saw that the whole room was getting bigger. No! _She_ was getting _smaller_! The shrinking stopped when she was half the size of the nutcracker.

"Wha...?" she started to say.

She looked up as she heard the creature chuckle. He towered over her, now four times her size.

"Now, my _little_ pony," he sneered, "you're mine."

She backed away as he slowly approached her.

"Wh-who are you?" she stammered.

"Oh, yes, how rude of me." He bowed slightly. "The name's Discord, but my subjects call me...the Chaos King."

Fluttershy gasped. "The...the Chaos King?"

"Ah! You've heard of me, then? Then you know why I'm here."

"Y-you're here to hurt my nutcracker!"

"What, him? He just happened to be here."

Fluttershy stopped as her back hit the wall. The Chaos King smirked as he had her cornered and stuck his sword out at her.

"No. I'm here for you, my dear."

She stared up at him in fright. "M-me?"

Discord shrieked as Shining Armor's sword poked him in the rear. He spun around and growled at his foe.

"You'll have to go through me first, ugly!" the nutcracker declared.

Discord narrowed his eyes. "So be it!"

"Mistress Fluttershy, run!"

Fluttershy didn't hesitate and slipped away from the Chaos King.

"No!" Discord cried while shielding himself from the nutcracker's blows. "Diamond Dogs, grab the girl!"

Fluttershy squealed as the dogs chased after her. She skidded to a halt as some blocked her path. The nutcracker saw her plight and looked over at the toy cabinet.

"Soldiers!" he called. "Protect Mistress Fluttershy, who has been kind to all of you!"

Fluttershy was amazed once again as her brother's tin soldiers came to life and marched out of the glass cupboard, some hauling canons. Many of them brought out their swords and charged toward the dogs.

"Attack!" the soldier that Button called General Flash commanded.

This diverted the Diamond Dogs' attention from Fluttershy and toward the approaching army. Fluttershy used their momentary distraction to escape and hid behind the foot of the couch.

She heard a cry and turned to see the Chaos King leading her nutcracker toward the fireplace. A few more steps and he would be burned alive! Fluttershy gasped as the nutcracker's sword was pulled out of his grasp. Discord then pointed his blade at the nutcracker's throat.

"It's over," he chuckled.

Thinking fast, Fluttershy removed one of her slippers and threw it at the Chaos King. It hit him square in the back of the head.

"Ow!" he cried, spinning around. "Who threw that?"

He growled when he saw Fluttershy run from his sight. Meanwhile, Shining Armor scrambled for his weapon.

"Idiots!" Discord howled. "I told you to get her!" He sighed. "I have to do everything myself!"

The nutcracker charged him from behind, but Discord managed to turn around just in time. He used all his magic to pin the nutcracker to the ground.

"Sorry to cut our battle short, Nut Boy," Discord smirked, "but I have a mare to catch."

"No," Shining Armor uttered, attempting to rise.

Three Diamond Dogs pounced on the nutcracker as the Chaos King pursued the filly.

As soon as Fluttershy saw that the Chaos King was after her, she searched frantically for a place to hide. She then looked up at her dollhouse, which was the size of a real house now. She flapped her wings so that she could rise onto the table and slip through the door.

Discord chuckled at her action. "Silly filly, thinking she can hide from me."

He flapped his own wings and went into the house after her. He scanned the doll-sized room, trying to determine which piece of toy furniture the filly was hiding behind.

"Where are you, my pretty?" Discord called in a singsong voice. "Come out, come out, wherever you are!"

With a swipe of his paw, he turned over the toy couch and found nothing underneath.

"While I do enjoy a fun game of hide-and-seek now and then, I simply haven't the time right now."

He pushed over a chair but was again unsuccessful.

"I promise I won't hurt you, lovely. I'll make sure no harm comes to you, whatsoever."

He kicked the table, but that, too, was empty.

Meanwhile, Fluttershy was pressed up against the wall of the tiny closet. The darkness of the small room frightened her, and she had to stand on her hind hooves to fit, but she was more afraid of the creature lurking outside. What did he want with her?

"In fact," he called, "why don't you make things easy for us both and just hand over that pretty necklace of yours?"

Fluttershy put her hoof to her butterfly pendant. What did he want of her necklace? It was nothing special, just a piece of costume jewelry. Why would he go through all this trouble for that?

"Your choice, my dear."

She held her breath as she heard him stop outside the door.

"Very well. If you won't give yourself up, I'll just have to hurt your precious nutcracker."

She gasped in fright. She realized her mistake too late and put her hoof to her mouth. The door flung open and the Chaos King grinned at the sight of her.

"Gotcha!"

Fluttershy screamed as he snatched her up and flung her over his shoulder.

"Let go of me!" she yelled, furiously beating her hooves against his back.

"My, my, my," Discord snickered. "You're feisty one, aren't you?"

She did not reply, only continued pounding him.

"Shhh, shhh," he whispered, stroking her back. "None of that now. I promise you won't be hurt."

She didn't listen and persisted in trying to wrench herself out of his grasp as he carried her. Down below, Shining Armor struggled to fight off the Diamond Dogs, as did the tin soldiers. They were outnumbered, and the Diamond Dogs were bigger and stronger. Shining Armor now had five on top of him.

"Help!"

He turned at the sound of Fluttershy's voice and saw the Chaos King carrying her toward the mouse hole.

"Mistress Fluttershy!" Shining Armor cried.

He tried to shake the dogs off his back, but to no avail.

"Some pony!" he shouted. "Save her!"

Discord yelped as he once again felt something hit the back of his head. He turned around and searched for the culprit.

"Seriously, what's with all the shoe-throwing?!" he demanded.

Suddenly, something jumped up from behind and grabbed him by the horns.

"Ow!" he cried out.

As his head pulled back and he writhed in pain, he lost his grip on Fluttershy, who landed on the floor with a thud. She looked up and saw that it was her doll Sweetie Belle attacking the monster. She gasped when her other doll Rarity came charging at him, picking up her blue shoe with her horn.

"Take that, you brute!"

Discord shrieked as the larger unicorn doll started hitting him with the shoe while the smaller one was pulling his horns out of his sockets. Once he had gotten over the shock, he used his magic to throw Rarity across the room, reached back and grabbed Sweetie Belle by the throat. She screamed as he flung her over his head to bring them face to face.

"Why, you little brat!" he grunted between his teeth. "I never liked dolls _or_ children!"

"Hey!" Fluttershy exclaimed. "Leave her alone!"

Discord turned his head towards the pretty pegasus, who then realized she'd done something stupid once again and ran off. Sweetie Belle squealed as the Chaos King dropped her. He brought out his sword and resumed his chase.

"This mare is really starting to get on my nerves," he growled.

Fluttershy looked around for a new hiding place. She found herself at the bottom of the tree. She gazed up at it, intimidated by how tall it now was in comparison to her. She glanced over her shoulder and saw the Chaos King right on her tail. There was nowhere to go but up.

She flapped her wings and landed on the nearest branch. She ran along it until she reached the trunk of the tree. Grunting in annoyance, Discord flew in after her. Fluttershy shrieked as she made her way up, half flying, half climbing. Normally, Discord would've teleported her into his arms, but he was too endorsed in the thrill of the chase to bother.

"You may be difficult, my pretty," he shouted up to her, "but you know what they say: the harder to catch, the better they are!"

He caught up to her and Fluttershy ducked behind a red ornament. She squealed when he pierced his sword through the bulb, shattering it. She flew upwards as fast as her wings could carry her.

"You can't run forever!" Discord taunted.

Fluttershy was panting as she flapped harder and harder. Soon, she found herself at the top of the tree where the star stood. She looked around frantically. Where was she to go now? There was nothing but open space now, nowhere to hide.

She gasped when she heard a dark chuckle behind her. She spun around and had to grip the lower point of the star to keep herself from collapsing in fear. The Chaos King smiled wickedly as he crept nearer.

"You see?" he smirked. "Now there's nowhere left for you to run. It's just you and me, my beauty."

Fluttershy closed her eyes, preparing for the worst. Discord was taken aback at her sudden look of defeat and lowered his sword.

Yes, a beauty she was. Her eyes were shut in fright, yet her lashes fell gently over them. As she quivered, a strand of pink hair fell over her face. Discord then felt the strange urge to reach out his claw and brush it away.

Fluttershy cautiously opened her eyes, confused by the creature's unexpected gesture. Her teal eyes met his yellow ones with red pupils that dilated as they fixated on her. Fluttershy became even more confused, as he seemed to be looking at her not with malice, but…tenderness.

"A beauty indeed…" he murmured.

Neither of them saw that the ruby pendant around the Chaos King's neck started glowing, as did Fluttershy's necklace. They didn't even notice the two pendants slowly rising, reaching out to each other, bringing their bearers closer together.

Once she realized that their faces were only a few inches away, Fluttershy snapped herself back to reality and backed away.

"Don't you touch me!"

Discord quickly shook off his sensations and regained his malicious composure.

"My dear, I fear that might be quite impossible, as I can't take you without touching you."

He lunged forward and grabbed her foreleg. As soon as he did, light pulsed from Fluttershy's necklace and knocked Discord back with such a great force that he released his hold on the mare and fell from the tree to the floor. The Diamond Dogs gasped at the sight of their leader falling and some of them rushed to his aid just in time to catch him. His crown fell as he put his paw to his head.

"Oh, my aching head…" he groaned.

His eyes widened when he noticed the toy soldiers approaching him.

"Retreat!" he bellowed.

The Diamond Dogs ceased their fighting and rushed to the mouse hole.

"This isn't over yet!" Discord shouted up to Fluttershy as the dogs carried him off. "I'll get you, my pretty! And your little dolls too!" He stuck out his tongue. "Blech! Could I sound any more cliché?"

Fluttershy waited until the last of the Diamond Dogs had disappeared into the mouse hole before floating back to the ground.

"Goodness…"

"Are you alright?"

She gasped and turned sharply toward the nutcracker slowly approaching her, holding her slipper in his hooves. She was silent as he gently slid it on her hoof. She couldn't help but think he looked even handsomer at this size, but shook it off when she remembered her situation.

"You're…" she stammered, "you…and that…and…"

She looked around at the tin soldiers and dolls. Alive.

Her eyes rolled back as her legs gave out beneath her. The nutcracker caught her before she hit the floor.

"Oh dear," Rarity said, coming to her mistress' side. "Poor dear must be frightened out of her wits!"

"Wow!" Sweetie Belle marveled. "She's even prettier at this size!"

Fluttershy's eyes slowly opened and she glanced around to find that her surroundings had not changed.

"I'm not dreaming, am I?"

The toys all shook their heads.

"I'm afraid this is quite real," Shining Armor said as he helped her to her hooves.

"You're alive," Fluttershy uttered. "All of you."

She yelped as Sweetie Belle flung her hooves around her waist.

"Finally!" the little doll squealed. "Now I get to hug _you_ back!"

"Sweetie Belle!" Rarity chuckled. "You'll overwhelm the poor girl!"

"Rarity?" Fluttershy said in awe. "Sweetie Belle? You're alive too?"

"Yup!" Sweetie Belle exclaimed, stepping away. "And I wanna thank you for this!"

She lifted her foreleg to reveal a stitch in her side.

"I would've lost all my stuffing if it weren't for you!"

"And when my dress was torn," Rarity said, showing a faint stitch in her skirt, "I thought I was done for, until you sewed it up!"

General Flash Sentry stepped forward. "I am in your debt as well."

He lifted his back hoof, which had an almost invisible circle of dried glue near the boot.

"When my leg snapped, Button wanted to throw me away, but you fixed me up and saved me from the garbage!"

"And you've kept us all clean so we never collect dust!" one of the soldiers exclaimed.

"Not to mention you kept my jaw in place when it broke," the nutcracker said, flexing his jaw. "It'd be pretty hard to talk now if it weren't for you."

General Flash took off his hat and bowed. "We are all at your service, my lady."

The nutcracker and the other soldiers did the same, Rarity and Sweetie Belle curtsying. Fluttershy's face flushed pink.

"Oh, um…thank you? I mean you're welcome, I mean… You can all stop bowing now."

The toys chuckled as they returned to their upright positions. Fluttershy gazed at the nutcracker in awe.

"So Aunt Luna was right, then," she whispered. "You _are_ a prince!"

Shining Armor frowned. "I was going to be, anyway, until that monster Discord cursed me and took my Cadence!"

"Cadence?"

"The Sugar Plum Princess," he sighed, gazing off into space. "_My_ princess."

"So that was really him? The Chaos King?"

"Yes," the nutcracker growled. "I'm not sure how he found me here, but he apparently wasn't looking for me."

All eyes were on Fluttershy and she hid her face behind her mane.

"Whatever does he want Fluttershy for?" Rarity inquired.

"Nothing good, that's for sure!" General Flash huffed.

"That puzzles me as well," Shining Armor said, rubbing his chin. "I mean Fluttershy's just an ordinary mare." He looked down at her. "No offense. It's just I don't understand why he would want you in particular."

Fluttershy touched her butterfly pendant. "He…he said he wanted my necklace."

"Really?" Rarity said, taking a closer look at the pendant. "It's a pretty thing, that's for sure, but it's only a cheap piece of costume jewelry, nothing the Chaos King would get so worked up about."

"But it did something!" Sweetie Belle pointed out. "I saw it! It knocked the Chaos King senseless!"

"I don't know how it did that!" Fluttershy insisted. "He…he touched me and it started glowing and…I don't know _what_ happened exactly!"

"Hmm," Shining Armor pondered, staring at the necklace. "Maybe it's not just some cheap piece of costume jewelry after all. I wonder…"

He reached out and touched the pendant. He retracted his hoof with a yelp.

"Yup. There's certainly some sort of magic in it."

"Did it hurt you?" Fluttershy asked, taking his hoof.

"Just a little, but I don't think any pony can touch it."

"But when I touch it, it does nothing."

"Maybe because you're wearing it. That would explain why Discord decided to take you instead of just taking the necklace."

"But why? What's so special about it? You know, besides the strange magic?"

"I'm not sure, but if Discord wants something magical, it must be for something dangerous. Best that you keep that necklace on so he doesn't get his claw on it."

Fluttershy froze. "You mean he might come after me again?!"

"Most likely. Discord's a very persistent creature. No doubt once he regains his bearings, he'll plan another attack."

Fluttershy gulped and glanced at her huge surroundings. "Oh, dear! Everything's so big! What should happen if my parents wake up and find me the size of a mouse?"

Shining Armor stepped toward the mouse hole and squinted into the darkness.

"Discord and the Diamond Dogs came through here. This must be an entrance into the Land of Sweets."

Fluttershy shivered. "Do you really think he'll come back?"

"If he does," General Flash said, drawing his sword, "we'll be ready."

"We can't just sit and wait for him to attack again," Shining Armor pointed out. "He might bring more dogs next time. We barely got out of this battle alive. If we're going to defeat the Chaos King once and for all, we'll have to attack him when he least expects it."

Rarity peered into the mouse hole. "You're not going in there, are you?"

"I must," the nutcracker said, drawing his sword. "He's holding my princess captive. It is my sworn duty to rescue her!"

"What about me?" Fluttershy demanded. "I mean the Chaos King is after me, not to mention I'm now much smaller than him!"

Shining Armor lashed his rapier. "It's possible that if the Chaos King dies, all his enchantments, including the one he has on you, will be broken."

The young pegasus' eyes widened in horror. "You're not going to…_kill_ him, are you?"

"It's the only way," the nutcracker insisted, "if I am ever to be reunited with Cadence and you are ever to be your size again."

"We'll join you on your quest," General Flash said, saluting his superior.

Shining Armor shook his head. "No, General. If we bring an army into the Land of Sweets, Discord will see us coming. I must go alone and catch the Chaos King while he's off-guard."

"But the Diamond Dogs!" one of the soldiers reminded him. "You won't stand a chance fighting them alone!"

"Even if you do slay the Chaos King," another soldier said, "no doubt the dogs will attack you!"

The nutcracker rubbed his chin in thought. "Then wait until you wake again tomorrow night. If this portal takes me to the edge of the Land of Sweets, it will take at least a day's journey to get to the castle on hoof. Wait twenty-four hours before following me. Discord might be too distracted waiting for my arrival to notice an army approaching. Even if he does notice you coming, he'll take his focus off of me. Either way, we can use it to our advantage."

The general nodded and saluted again.

"Wait," Fluttershy said, grabbing the nutcracker's hoof. "I'm coming with you."

"Out of the question!" Shining Armor exclaimed. "It could be dangerous! Besides, the Chaos King's greatest enemy traveling with the wearer of an object he desires will attract even more attention! And if we should get captured…"

"I don't think he can hurt me," Fluttershy claimed, touching her necklace. "I think this necklace protects me somehow. Besides, I can't stay here! I won't freeze like the others in the morning. If my family finds me, they'll faint, or if they don't see me, they might step on me!"

"She has a point," said a soldier.

"And if we should be attacked, at least you'll be there to protect me."

Shining Armor sighed in defeat. "Alright, but don't say I didn't warn you."

"We'll come along too!" Rarity volunteered.

"Oh no," Fluttershy insisted. "I couldn't ask you to…"

"We're not as fragile as we look!" Sweetie Belle huffed. "We're ragdolls, not china dolls!"

"You've saved us whenever we were in a pickle," Rarity said, putting a hoof on Fluttershy's shoulder. "It's time we return the favor."

"Are you certain?" Shining Armor asked the dolls. "The journey's long, and if we are attacked…"

"We'll give those ruffians the one-four!"

He sighed. "It's settled then. Fluttershy and these two ladies will accompany me, and the rest of you will follow tomorrow night. Any objections?"

Every pony was silent.

"Very well." The nutcracker took Fluttershy's hoof. "You ready, my lady?"

Fluttershy looked into the darkness of the mouse hole. The path ahead of her frightened her, but she knew she had to be brave. She had to get back to her own size and she had promised Aunt Luna that she would protect the nutcracker at all costs. Now that she knew her aunt's story had been true, she could not rest until her nutcracker was reunited with his true love.

She took a deep breath and nodded. "I'm ready."

* * *

><p><strong>OF COURSE THIS IS FLUTTERCORD! Sheesh, do you guys know me at all?<strong>

**Something I've always wondered about "The Nutcracker" was: what if the Mouse/Rat King had a thing for Clara/Marie? Weird, I know, but the idea interested me. So when I had the idea of doing an MLP version of this story, I originally thought of Twilight and Flash as the main couple, but then I thought Fluttershy would make a good Clara. And you all know how much I love Fluttercord, but Discord worked better as the Mouse King. Still, can't have "The Nutcracker" without a nutcracker. So this was how it worked out. To make it less weird, I made Fluttershy young enough to still live with her parents but old enough to be in a romantic relationship (though in the original story, Clara was seven or something). Oh yes, and Rarity and Sweetie Belle are dolls. I thought that would be cute.**

**Did I mention Discord is so much fun to write as the Mouse King?**


	3. The Land of Sweets

**This chapter is heavily based on the Barbie movie (though I tried so hard not to quote it). **Also a tiny bit from "The Nuttiest Nutcracker" (very cheesy animation, but had some interesting ideas).****

* * *

><p>"Oh my," Fluttershy shivered as she and her friends walked through the tunnel. "It's so dark."<p>

"Ooh, wait!" Sweetie Belle piped.

A green light flickered, but it wasn't enough to light the tunnel.

"Let me do it, Sweetie Belle," Rarity said.

The older doll's horn glowed blue, illuminating enough for the four companions to see each other.

"You can do magic?" Fluttershy inquired.

Rarity huffed. "But of course! We're unicorns, aren't we?"

The pegasus quietly apologized and gazed fearfully into the darkness. She gripped the nutcracker's hoof tighter with no intention of letting go and losing herself in the dark tunnel.

"How much further?" she whispered.

Shining Armor shrugged. "I honestly don't know." He leaned closer. "Don't worry, Mistress Fluttershy. By my honor, I will keep you from harm."

Fluttershy blushed and admired how handsome the nutcracker looked in the dim light.

Then she frowned when she remembered he was engaged. To a princess, no less.

That was really what bothered her about this quest. Not the fact that she was facing an awful monster, but that the Prince Charming joining her already had a love. Of course, she had no intention of pursuing a stallion that was taken, but didn't the heroine of every fairy tale get the prince in the end? If the nutcracker had the princess, what did that make Fluttershy?

"I see a light!" Sweetie Belle announced, pointing ahead.

Fluttershy looked up and saw that the little doll was correct. A tiny speck of light was waiting at the end of the tunnel.

"We're close," Shining Armor declared.

Fluttershy quivered as a new thought occurred to her. "What if the Chaos King and the Diamond Dogs are waiting on the other side?"

"Most likely not. Discord would've teleported all of them back to the castle. But just in case…"

He drew his sword and the dolls straightened up alertly. Fluttershy held her breath as they approached the light. She had to shield her eyes for them to readjust to the brightness. When she opened them, she gasped.

They had emerged from the mouth of a cave and entered a forest of tall, snow-covered pine trees that looked as if they would touch the sky. She was surprised to see it so blue, considering what time it was.

The nutcracker seemed to read her thoughts and explained, "Time works differently here."

Fluttershy sniffed the air and her eyes widened. "Peppermint?"

"The trees."

Curious, she approached one of the trees, took one of the lower branches and gave it a lick. It tasted just like peppermint!

"Just about everything's edible here," Shining Armor stated with a smile.

Fluttershy looked at the snow and cautiously licked it too. "Vanilla!" She paused when she realized something else. "And it's not even cold!"

"I wondered why we weren't shivering," Rarity said. "Then again, we dolls are indifferent to the cold."

"Wow!" Sweetie Belle said, gazing up at the trees. "I always wanted to go to the Land of Sweets!" She frowned. "I thought there'd be more sweets."

"Oh, just you wait," Shining Armor chuckled. "This is only the edge of the kingdom." He sighed. "I thought as much. It will take us a day, maybe longer before we reach the Sugar Plum Palace."

"Where is the palace?" Fluttershy inquired.

"At the kingdom's very center."

"How will we even get there?" Sweetie Belle asked.

"Just follow the gingerbread path here."

The young doll glanced down at her hooves and realized they were standing on a road made entirely of gingerbread and bordered with peppermints and gumdrops.

"Oh," she uttered.

"But we should be very careful following this path," Shining Armor said as he led the ladies forward. "Discord may have spies watching it for any approaching intruders."

"So you're saying we shouldn't follow the path?" Sweetie Belle questioned.

"No, otherwise we'll get lost."

She narrowed her eyes. "Make up your mind!"

"I'm saying we should stay to the edge of the path, so we can jump in the bushes if anybody approaches."

"What will we even do when we get to the palace?" Fluttershy asked.

Shining Armor bit his lip. "I'm not sure."

Sweetie Belle groaned. "You mean we're about to confront an evil monster king, and you don't have a plan?!"

"Hey! I didn't think I'd ever be able to get back here! Besides, we have at least a day before we reach the palace."

Fluttershy paused when she heard a twig snap. "Did you hear that?"

The others glanced behind them. Shining Armor held out his sword and waited for something to appear. When nothing came, he relaxed.

"It was probably a squirrel. We're safe for now, Mistress Fluttershy, but we should still stay on guard. There's no telling what may be lurking in these woods."

Neither of them saw the red violet eyes watching them through the bushes. The owner of those eyes silently cursed herself for almost blowing her cover. She'd been asked to watch the cave entrance for any suspicious behavior, and seeing the nutcracker with three strange fillies was certainly suspicious.

When the travelers were out of sight, the spy flew out of the bushes. She was a pegasus, splattered in green and white, the same colors as the snow-covered pine trees. She shook herself and changed color. Her coat became cyan and her mane and tail now had all the colors of the rainbow, as did her leotard. With one last glance at the group, she took to the skies.

"Discord won't be happy when he hears about this."

* * *

><p>In the center of the Land of Sweets, a large, pink castle stood. The conical roofs of the towers were made entirely out of sugar plums, the drawbridge was made of graham cracker, the windows were paned with licorice, and the sugary walls glistened in the sunlight. Diamond Dogs guarded the gates and paced the walls above.<p>

Inside, the Chaos King lay sprawled across a black, ruby-encrusted throne with huge antlers sticking out from behind. A second throne sat a few feet away from him, this one less menacing, with a pink and purple pattern and a crystal heart at its head. There was a thin layer of dust on the seat, as it hadn't been sat in for a while.

Discord had changed into a simpler, looser shirt than before and had removed his cape and crown. He had a large ice pack pressed to his head.

"A mare," he groaned. "A _mare_! Outsmarted by a _mare_! A _filly_, no less!" He paused. "How old was she, anyway?"

"Why you asking me?" said the purple dragon massaging his goat hoof and dragon foot. "_I_ wasn't there!"

Discord sat up and glared at the dragon. "Shut up, Spick, and get me more ice! This thing's gone cold!"

The dragon rolled his eyes and left the room, grumbling, "It's _Spike_."

Discord growled at Rover, who was standing by in fear. "I told you to grab the filly! I ask you idiots to do one simple thing and you blow it!"

The Diamond Dog twiddled his paws. "Well, with all due respect, your majesty…_you_ couldn't grab her either…"

He yelped as he was suddenly flipped over and dangled in midair. Discord moved his glowing claw up and down as he banged Rover's head repeatedly against the floor. Spike came running in with a fresh ice pack.

"Here you are, your…"

He skidded to a halt when he saw Rover crumple to the floor. He opened his mouth to ask but stopped himself, afraid of the answer.

"Good," Discord groaned, teleporting the ice pack into his claw and putting it to his head. "Oh, you might want to get one for Rover too."

Spike only nodded and left again. The Chaos King growled in frustration.

"As if throwing me off a tree with the Jewel of Kindness wasn't enough, she throws a slipper at me! A _slipper_!"

He rolled onto his stomach and settled his head on his paw in thought. How could he have let his guard down like that? Why didn't he just teleport her into his arms instead of playing that endless game of Cat-and-Mouse? Why did he have to get so enraptured in the young mare that he failed to obtain her? How could he have let himself be beaten by a _mare_?!

_A _pretty _mare at that…_

Discord found himself thinking of the mare's beautiful face. Her coat was the perfect shade of yellow, not too pale and not too dark, reminding him of buttercream. Her mane was the color of cotton candy, but when he had touched it, it was like touching the lightest and softest of silk. And her eyes…those deep, teal eyes…they were filled with so much innocence, yet sparked with fire when she was angry.

He grunted at the realization that he didn't know her name. What had the nutcracker called her? Flutterby? Flittershy? Flattersigh?

"Your majesty!" Spot called as he and Fido burst through the doors. "We've brought the witch!"

They hauled a lavender unicorn in chains. She had purple eyes, a dark blue mane with a streak of pink and purple and wore a torn yellow dress with a loose pink ribbon hanging from her neck.

"For the last time!" she hollered. "I'm a _diviner_, not a witch!"

Discord ignored her comment and sat up, putting the ice pack aside. "Good work, boys. Just put her right there."

They threw her down at Discord's feet. She looked up at him in disdain. He only returned her glare.

"You did not tell me the nutcracker would be there!" he accused, pointing a lion finger at her.

The unicorn's face softened as her eyes filled with hopeful tears. "Shining Armor was there?"

"Don't play dumb, Twilight Sparkle! I should've expected you to withhold information regarding your brother!"

Twilight's eyes narrowed. "I didn't know! My magic can only reveal certain things about the future! I can't see everything!"

"You didn't tell me how impossible it would be to remove the necklace from the filly's neck!"

"I told you everything I knew!"

Discord stood up and began pacing the room. "You didn't tell me _enough_!"

Twilight rose as well, turning to face him. "I told you where you would find the Jewel of Kindness! I showed you the mare wearing the necklace! I told you that the Jewel of Kindness…"

"…would be my undoing! Yes, yes! I know all of that!" He stomped over to her. "What I want to know is how I get the necklace off the girl's neck?!"

The unicorn sighed. "Powerful amulets tend to have magical locks. The only one who can remove it is the wearer."

Discord gave her a scrutinizing look. "You're hiding something. I know it! There's something about that prophesy you didn't reveal, isn't there?"

She gave him an equal stare. "If you doubt my prediction, let me show you again."

They spent the next few minutes engaged in a staring contest, before Discord gruffly gave up and turned to Spot and Fido.

"One of you, fetch a bowl of water."

"Fetch?" the two said angrily.

"NOW!" Discord boomed.

The dogs shrank in whimpers and dashed off.

"I'm curious," Twilight said. "I mean you have magic that can get you anything you want, so why do you have those dogs do all your dirty work?"

"To show them who's Boss," the Chaos King grunted. "Plus, it's fun watching them do idiotic and petty tasks."

Spot and Fido returned with a wooden bowl of water. It sloshed and spilled slightly as they stopped.

"Good boys," Discord chuckled. "Now set it down."

They did so and Discord summoned a large, star-cut diamond. The dogs' mouths watered in desire.

"Here you go, boys. Fight for it."

He tossed the diamond toward the door. The dogs growled as they scrambled for it.

"Now," Discord said, looking down at Twilight, "do your thing."

The unicorn sighed and closed her eyes. Her horn lit up with a magenta aura as she slowly brought it down to the bowl. When her horn touched the water, it created magenta ripples, changing the water's color. Discord leaned forward and watched as an image began to form in the water.

A deep, unearthly voice came out of Twilight's mouth and said:

"_A deadly curse shall be lifted from all…_"

In the water, he saw Shining Armor returned to flesh, embracing a pink alicorn that was the Sugar Plum Princess.

"_The King of Chaos shall finally fall…_"

The image changed to Discord's face, wincing as if he were in pain.

"_The Land of Sweets will be free from blindness…_"

The scene shifted to ponies in a great celebration.

"_Chaos undone by the Jewel of Kindness_."

The young pegasus mare came into view, the butterfly pendant around her neck.

Twilight gasped as she broke contact with the water, which instantly returned to normal. She opened her eyes and put her hoof to her head. Discord narrowed his eyes at her.

"That's the exact same thing you showed me before!" he shouted, kicking the bowl over. "Tell me how I may prevent this from happening!"

"Nothing can prevent it!" Twilight declared. "My prophecies always come true!"

"You're lying! You're not telling me everything!" He gripped the collar of her dress, bringing her to his eye level. "Tell me or I'll cut you to ribbons like the one you're wearing!"

"I don't write the future, Discord!" the unicorn spat. "I only foretell it!"

"You mean there's nothing _new_ you can tell me?!"

"Your fate is set in stone! Those who try to prevent their fate end up sealing it! If you _really_ want to continue your reign, I suggest you leave it alone!"

She yelped as he dropped her.

"Oh, sure!" he exclaimed. "That's just what you want, isn't it? You _want_ me defeated, don't you?! You want revenge for what I did to your brother! Is that it?! If I hadn't seen the filly and the necklace myself, I'd think you were making all this up!"

"I've told you all I could," Twilight heaved in fatigue. "I only did it because you asked."

Discord felt ready to strangle the unicorn, but he took a deep breath and calmed himself.

"I'll prove you wrong," he said nonchalantly. "I'll get that Jewel of Kindness, even if I have to rip it from that lovely filly's neck!"

Twilight raised an eyebrow. "Lovely?"

He stiffened. "I meant it in a taunting manner!"

She was about to question further when a streak of rainbow whizzed through the window. The rainbow-haired pegasus cried out as she slid across the floor and crashed into a pillar. She opened her eyes wearily and found herself in an upside-down position.

"I think you put too much wax on the floor, your majesty," she grumbled.

Discord rolled his eyes and crossed his arms. "This better be good, Rainbow Dash. I'm in a meeting!"

Rainbow Dash twisted her head and smiled when she noticed the unicorn. "Oh. Hey, Twi."

"Hey, Dash," Twilight waved.

"Quit fraternizing!" Discord bellowed, picking up the pegasus by the tail. "What do you have to report?"

Rainbow laughed nervously. "Well, you see, I was watching the cave like you told me and…well…you're not gonna like this…"

"Get to the point or I'll rip your tail off!"

"Okay, okay! Take it easy! Anyway, Shining Armor's back!"

"WHAT?!"

The pegasus squeaked as he released her tail and she fell to the floor.

"Ugh, I should've known Nut Boy would follow me!" Discord growled. "If only I were able to open that portal more than once!"

"He didn't come alone," Rainbow grunted as she rose to her hooves.

"An army, then? Has he come to declare war?"

"No. He didn't bring many, just a couple of dolls and this pegasus mare I've never seen before."

Discord's eyes widened. "Pegasus mare?" He gripped the front of her multi-colored leotard. "_What_ pegasus mare?"

"Just some mare. At least I _think_ she was a mare, I mean she was pretty young."

"Did she have a buttercream coat? Hair like rose petals? Eyes like a minty sea?"

"Yeah, uh…what?"

He brought her closer and shouted, "WHAT DID SHE LOOK LIKE?!"

"Yellow coat, pink hair…oh, she had a necklace shaped like a butterfly of some sort."

"The Jewel of Kindness…" Discord murmured before bringing Rainbow closer so that their noses were pressed together. "What was her name?"

"Huh?"

"WHAT WAS HER NAME?!"

"Uh…" Rainbow blinked. "I…I think Shining Armor called her, uh…Flutter something, uh…Fluttershy!"

"Fluttershy…"

As soon as he said the word, he lost his grip on Rainbow Dash. He didn't even hear the pegasus shriek when she hit the floor.

"Fluttershy…" he whispered again as he stared off into space.

The name was perfect: a fitting name for all things delicate and graceful, sounding like the gentle wingbeat of a butterfly. There was really no better name that would suit something so soft, so fragile, so alluring, so…

"Um…your majesty?"

Rainbow's voice snapped him out of his daze.

"Huh? Oh, um…what else did you hear?"

"They're coming to the palace to…well, to defeat you. They're following the gingerbread path."

Discord huffed. "Fool. Thinking he can just waltz in here and stab me in the chest!"

He walked to the window and summoned a spyglass. He looked through it and could see to the farthest edge of the Land of Sweets. His eye searched until it fell upon a yellow speck among the white snow. He readjusted the spyglass so it would focus on the speck.

There she was, walking down the gingerbread path with the nutcracker and the two unicorn dolls that had attacked him. He zeroed in on the filly's butterfly necklace.

"There it is," he uttered, grinning wickedly. "Coming right to me."

He brought his gaze back to the filly. Unlike their previous encounter, she was smiling as she was talking with her companions. The sight made his eyes light up.

"She's even prettier in the daytime…"

"What?" Rainbow said, tilting her head.

Discord put down the spyglass and stiffened when he realized he had said that last bit out loud.

"I, uh, err, what?! I can't acknowledge that a mare is pretty?! It's just a critical observation! Shut up!"

"What did I tell you?" Twilight spat. "Your destruction is marching to your door! That filly wouldn't even be here if you hadn't tried to kidnap her in the first place!"

"On the contrary, Miss Sparkle," the Chaos King chuckled darkly, "this only makes my job far easier!"

He looked back through the spyglass and frowned. "It'll take them at least a day to get here at the rate they're going. I'm far too impatient!" He pulled his sight back further. "Hmm. They're approaching Sweet Apple Acres."

He lowered the spyglass in thought. "Hey, Dashie, isn't that where those pesky freedom fighters are hiding out?"

"Yeah," Rainbow nodded. "We haven't been able to catch them, of course, because they're about as good at camouflage as I am."

Discord chuckled as he lifted the glass back to his eye. "Well, they'll certainly be on edge if four strange ponies enter their territory. In fact, I think those pests might make our job even easier."

He called to his Diamond Dogs, "Rover! Spot! Fido! Round up the others! We're gonna bag ourselves some rebels!"

Spot and Fido saluted while Rover, still suffering from a headache, only moaned in response.

"And while you're at it, take the witch back to her cell. I'm done with her."

Twilight glared at Discord as the Diamond Dogs took her by the forelegs.

"I warned you, Discord. You shouldn't have tempted with Fate!"

"Yeah, yeah," the Chaos King said, waving his paw.

He homed back in on the pegasus mare, his evil grin returning.

"That's right, my little beauty," he sneered. "Come to me. For in a matter of minutes, you'll be mine."

* * *

><p><strong>More MLP characters! I thought it'd be cool if Twilight was a soothsayer, because Discord has to be keeping her for some reason and had to find out about the Jewel of Kindness somehow. <strong>Okay, fine, a bit of the fortunetelling was inspired by <em>The Black Cauldron<em> and _Kung Fu Panda 2. _**I also wanted to show what use Discord was making of the citizens of the Land of Sweets, like Spike. Giving Rainbow Dash chameleon powers was a last-minute addition, because I realized a rainbow pony would have a hard time blending in.**


	4. Ambush

**Looks like this won't be finished by Christmas, but will at least overlap the holiday.**

* * *

><p>"I've never seen apples like these before," Fluttershy said as she gazed up at the colorful apples dangling from the trees.<p>

"Sweet Apple Acres grows apples of every flavor," Shining Armor explained. "Caramel, chocolate, marshmallow…"

"Chamomile?" Rarity asked.

"Butterscotch?" Fluttershy asked.

"Apple pie?"

The older ponies looked down at Sweetie Belle strangely.

"It was the first thing I could think of," she shrugged.

"They look so juicy," Fluttershy whispered, her eyes fixating specifically on a blue and yellow striped apple and her stomach growling in response. "You don't suppose any pony would mind if we…?"

Shining Armor glanced around. "Strange. The Apple family has tended this orchard for generations. They should be here." He hung his head. "My guess is that Discord either captured them or they ran to avoid capture."

Fluttershy looked at him worriedly. "Why would he want to capture them?"

"Before I was banished, Discord bragged about making every pony his slave, not because he needed any, but for his own amusement. He even showed me my sister in chains, claiming her as his own personal fortuneteller."

"Fortuneteller?"

"My sister Twilight can conjure the spirit of Starswirl and see the future. He forced her to tell him where to find the Chaos Amulet. You know, what you saw around his neck? No doubt that's how he found you."

He shook his head sadly. "If that's what he's doing to Twilight, who knows what he's making other ponies do?" He looked at Fluttershy and then up at the apple tree. "I don't think there's any harm in taking a few apples. Do you want me to get them for you?"

"No thanks," Fluttershy said, opening her wings. "I'm good."

She floated up and grabbed the apple that had captured her interest. When she tried to pluck it off the branch however, it wouldn't budge, as if something was holding it back. Determined to have the apple, Fluttershy pulled at it with all her might. She shrieked when a yellow head with amber eyes popped out. It was the head of a filly, wearing a green helmet covered in leaves and blue and yellow apples. In the brief moment she saw the filly, Fluttershy could see a strand of red hair dangling from the helmet.

For it was a brief moment, as the start made her wings close up on instinct and she fell back to the ground. The others rushed to catch her when they were suddenly brought up and enclosed in a net, which ensnared Fluttershy as she fell.

"What in the world?!" Rarity exclaimed.

Around them, ponies of all ages, including foals, wearing leaf-apple helmets and camouflage suits leapt out of the trees. Before they knew it, they were surrounded by weapons of all kinds: knives, swords, spears, rifles, clubs, pitchforks, even frying pans! That last one was held by an elderly green mare.

"Alright, ya varmints!" she hollered in a country accent. "State yerr name and business!"

"Who are you?" Shining Armor demanded.

"We're the Resistance!" a brown, pink-haired filly declared.

"Ponies of the Land of Sweets united against the Chaos King!" exclaimed the yellow filly that had frightened Fluttershy earlier.

"You've got us all wrong!" the nutcracker insisted. "We're on your side! Who's your leader?"

"That would be me."

Every pony turned to the rough, country, female voice. Leaning against a tree was an orange mare in black, wearing a suit, combat boots, kerchief and Stetson of that color. She lifted her head to reveal her freckled face and green eyes, as well as the piece of wheat she was chewing on. Her straw-colored mane draped down her shoulder in a long ponytail. She looked like a cross between an outlaw from the old west and a femme fatale: pretty, but tough and dangerous.

She spat out the wheat and sashayed over to the prisoners.

"Well, well, well," she smirked up at them. "What have we bagged ourselves here?"

"A couple of no-good trespassers!" the old mare howled.

The others shouted in response. Fluttershy shrieked as the yellow filly poked her with a pitchfork.

"And thieves too!" the filly accused. "This one here was tryin' to steal our crop!"

"I didn't know!" Fluttershy insisted. "The apples looked so delicious and…"

"Looks like they're fillynappers too!" a yellow mare with pink and blue hair said, pointing her club at Sweetie Belle.

"Oh, goody!" the yellow filly said excitedly, looking at the brown filly next to her. "That means you and I get another playmate, Babs!"

"What?" the young doll said. "No, they didn't fillynap me! She's my sister!"

"I reckon they're spies too!" the elderly mare claimed.

"I think you're right, Granny Smith!" the brown filly, Babs, nodded, poking her spear at Sweetie Belle. "Discord will get any pony to do his dirty work! Even fillies!"

"We're not spies!" Rarity huffed. "How dare you?!"

"Hmm," the ringleader said, rubbing her chin. "Two mares, a stallion and a filly travelin' on the gingerbread road in these times is mighty suspicious… What do y'all suppose we do with 'em?"

"Let's just shoot 'em!" a pale, greasy stallion shouted excitedly.

"Nah, too messy, Turnip Truck. We might get blood on the trees."

"We could drown 'em in the river!" the yellow mare offered.

"Not a bad idea, Bon-Bon, but their bodies could float upstream. We can't risk Discord's fellas findin' clues as to where we are."

"Can we at least keep the filly, sis?" the yellow filly begged.

Their leader, who was apparently the filly's sister, shrugged. "It'd be a crime to shoot a filly. Of course ya can keep her, Applebloom."

"Hey, Applejack!" a yellow, brunette stallion exclaimed, pointing his rifle at Rarity. "This one's a doll!"

"Braeburn!" the leader, Applejack, cried. "What have I told ya about flirtin' with the prisoners?"

"No! I mean she's a _rag_doll! A toy!"

Applebloom squinted at Sweetie Belle. "Hey! This one's a doll too!"

"And this one's made of wood!" the stallion called Turnip Truck declared, pointing at Shining Armor. "I think he's a toy soldier of some kind!"

"Toys, huh?" Applejack said, crossing her hooves. "Well, I must say _that's_ a new one. Haven't seen toys around these parts for a while. Didn't think Discord would use _them_ as spies."

"We're not spies!" the nutcracker repeated.

He looked among the ponies and gasped when he saw a familiar face.

"Big Macintosh? Is that you? It's me, Shining Armor! We worked in the palace together!"

The burly, red stallion tilted his head at him. Some of the Resistance members lowered their weapons.

"Did he say 'Shinin' Armor?'" Applebloom questioned.

Applejack threw her head back with a hearty laugh. "Spies will say anythin' these days! The one we caught last week said she was lookin' for her sister! The fact that she escaped only proved she was a spy!"

She approached the nutcracker. "Cap'n Shinin' Armor was destroyed by Discord. That varmint may be evil, but he's no idiot. He would've made sure there was nothin' left of his adversary!"

"I don't know, coz," Braeburn said skeptically. "There were rumors that the cap'n wasn't destroyed, but banished."

"I heard he was turned to wood!" Turnip Truck declared.

"I heard he was turned into a doll of some sort!" Applebloom exclaimed.

"Yes, I was!" Shining Armor said frantically. "And I was banished too! I came back to destroy the Chaos King!"

"Then what are _they_ here for?" Applejack asked, tilting her head toward the ladies.

"They're my, err, companions. They're here to help too! I know you're fighting for the same cause, so if you'll cut us down and join us, we can defeat the Chaos King and end his reign of terror!"

There was a murmur among the Resistance. Applejack saw the uncertainty in her followers and sighed.

"The way I see it, there's only one way to clear up this whole mess." She turned to her brother. "Big Mac? You knew Shinin' Armor better than any of us. Is this him?"

Big Macintosh looked up at the nutcracker and brought his face closer to get a better view of him. After a minute of scrutinizing, he smiled and replied:

"Eeyup!"

The Resistance gasped and dropped their weapons with a unified bow. Applejack wore an astonished expression on her face. She knew her brother was rarely ever mistaken and his decree made heat rush to her cheeks in embarrassment.

"Oh, well, uh…" she coughed. "Right then. Boys, cut 'em loose."

Two stallions nodded and one of them cut the rope with a knife. The four companions shrieked as they dropped to the ground. Applejack held out her hoof to help the nutcracker up.

"Apologies, Cap'n," she said softly. "We didn't mean to intimidate ya, but ya never know who ya can trust these days."

Shining Armor smiled. "Perfectly understandable. I wouldn't done the same."

"I'm just sorry we hadn't recognized ya earlier."

"Too bad you realized it too late!" a raspy voice exclaimed.

Every pony turned and gasped, seeing that an army of Diamond Dogs had appeared out of nowhere. Applejack smiled smugly at the source of the voice.

"Rover," she smirked. "It's been a while, partner."

"Applejack," Rover growled. "Don't think I've forgotten what you did to my backside!"

"Oh, that? That was a Hearth's Warmin' gift. How'd ya like another one for New Year's?"

That was enough to tick the gray dog off. "That does it!"

He brought out a silver whistle and blew it. "Diamond Dogs! Attack!"

The canine army lunged forward while the Resistance members picked up their weapons. Applejack turned to the nutcracker.

"We'll hold 'em off as long as we can. You and yerr friends get outta here!"

"But…" Shining Armor started to say.

"Don't worry about us. This isn't our first battle. You have one of yerr own to get to!"

He looked between her and his companions and nodded. "We'll never forget this!"

"Good luck with Discord!" Applejack called as the four ponies hurried off. She faced forward. "Ponies, for freedom!"

The Resistance members cheered as they charged and met the Diamond Dogs with fire in their blood. Applejack's first move was kicking Rover in the gut, Applebloom poked Spot's knees with her pitchfork and Granny Smith started whacking Fido's face with her frying pan. Meanwhile, the nutcracker and his companions crept away, hoping the fracas would be enough to distract the dogs, for no doubt they were after Fluttershy again.

However, they did not go unnoticed. Once Rover had recovered from Applejack's blow, his jaw dropped when he saw the four escaping.

"The girl!" he exclaimed. "They're getting away with the girl! Come on!"

He gestured for Fido and Spot to follow him. After one had thrown Granny Smith over his head and the other kicked Applebloom aside, they chased after the escapees. Fluttershy and the dolls squealed when the three Diamond Dogs leaped out and surrounded them.

"Fido!" Rover ordered. "Grab the girl! But remember what the boss said!"

Fido nodded and chuckled as he advanced on Fluttershy. Shining Armor held his hoof protectively in front of her and drew his sword.

"Not a chance, Fido!"

"Ignore him!" Rover exclaimed, waving him off. "I'll take care of him! Spot, tear the dollies apart!"

The three dogs laughed as they prepared to pounce.

"On my signal," Shining Armor whispered to the others.

He waited for the dogs to lunge forward before shouting:

"Duck!"

They crouched down, making the Diamond Dogs collide into each other. The four companions scrambled off in different directions before they could fall on them. The dogs groaned as they attempted to rise. When Rover saw that their targets had fled, he slapped his compatriots.

"Get them, you fools!"

Meanwhile, the battle between the freedom fighters and the Diamond Dogs was still going on. Applejack found herself pressed up against another tree with five Diamond Dogs closing in on her. This, however, did not wipe the smug expression off her face.

"Y'all are messin' with the wrong mare."

She rose onto her back legs and drew two pistols from her belt.

"Y'all hungry for lead?"

She fired the pistol in her right hoof and shot a dog in his foot. She couldn't shoot them properly with all their armor on, but they had enough weak spots for her to work with. She fired around the circle with both pistols and moved on to another group. She kept firing until she pulled both triggers and only clicks could be heard.

The Diamond Dogs smiled and closed in on her, but Applejack was unfazed by this setback.

"Fine," she said, sliding her guns back in their holsters. "We'll just do this the old fashioned way then."

Her grin widened as she pulled out a whip. "Say hello to Betsy, fellas!"

On the other side of the orchard, Sweetie Belle was running from Spot. She yelped when he grabbed her back hoof and brought her up to his face.

"Got you now, dolly!"

His laughter was short-lived when a bright pink apple hit him in the back of the head, rendering him unconscious. He fell and loosened his hold on Sweetie Belle. The unicorn doll looked up and saw Applebloom in a tree with a slingshot.

"We fillies gotta stick together!" she declared, saluting.

Sweetie Belle saluted back before running off. "Thanks, partner!"

Meanwhile, Fluttershy was being pursued by Rover. She screamed when two more Diamond Dogs appeared in her path.

"Nowhere to run now, pretty pony!"

She spun around to face Rover and quivered in fear.

"The boss is so anxious to see you again!" he cackled. "Take her, boys!"

The two dogs each snatched one of her forelegs. Fluttershy's necklace then started pulsing and a wave of pink energy was released. The Diamond Dogs squealed as they were knocked backwards into the snow.

Fluttershy was once again stunned at her necklace's magic, but didn't think much on it as she was more focused on escaping. She headed towards the forest, hoping she would be safe there when another dog obstructed her path. He was about to grab her when his helmet was knocked off. The pony responsible for it cracked her whip again, slashing him across the nose. The dog whined like a puppy as he ran off, covering his bloody nose.

"Get to the forest," Applejack whispered to Fluttershy. "I'll make sure they don't follow you!"

The pegasus nodded and flapped her wings hard as she flew towards the pine trees. Applejack turned to face an incoming pack of dogs and stretched her whip readily.

"Bring it on, pups!"

It looked like the Resistance was going to win the battle, but they were greatly outnumbered by the Diamond Dogs. Spot shook the tree Applebloom was in hard enough bring her down. Applejack spun around at the sound of her sister's scream. The dogs took advantage of her distraction and pounced. Applejack managed to buck a few of them off with her strength, but she was overpowered.

Suddenly, a feminine voice cried out, "Off with you, ruffians!"

The Diamond Dogs screamed as they were slapped with four blue slippers. They scrambled off Applejack, who looked up in amazement at her savior. Rarity winked as she continued beating the canines.

"_Never_ mess with a lady!"

Applejack nodded in approval and cracked her whip. "You go join yerr friends in the woods. I've got them."

Rarity called for her sister and the two dolls ran into the bushes. Applejack was about to be subdued again when Shining Armor appeared at her side and fought off half the pack with his sword.

"There's too many of them!" he declared. "Your troops will have to retreat!"

"No!" Applejack insisted, wrapping her whip around a dog's paw. "We can take 'em! Y'all just go and get outta here!"

"You're outnumbered! You'll never defeat them on your own!"

Once their attackers were down, Applejack grabbed Shining Armor's hoof and hastened him to the forest. She turned back when she heard screams and her jaw dropped. All her comrades had been captured! Some were struggling in the grips of the Diamond Dogs while others were already tied up. Her sister was kicking in Spot's grasp, but the dog, though small, was stronger.

"Applebloom!" Applejack cried, rushing to her sister's aid.

Shining Armor held her back. "Don't! We gotta get outta here!"

"But they have my sister! I can't just stand here and do nothin'!"

"You'll have to! If you try and save her now, you'll get captured too, and there'll be no saving either of you!"

Applejack looked at him for a moment and then gave a solemn, but understanding nod.

"Now let's go!" the nutcracker said.

He pulled the Resistance leader into the bushes where Fluttershy and the dolls were already hiding. Applejack peered over the bush and sniffed as she watched the Diamond Dogs bind her sister and throw her with the others.

"Oh, Applebloom…" she sobbed. "I knew I shouldn't've let her fight! I knew she would get hurt! I…I…"

She trailed off as Shining Armor put an assuring hoof on her shoulder.

"The only way to save your sister and the rest of your family and friends now is if we defeat the Chaos King. Then every pony will be free."

Applejack nodded with a determined look in her eye. "Count me in, then. Come on, we should move deeper into the wood before they find us."

The five ponies crouched down and slowly made their way through the trees.

"No use taking the gingerbread path now," Shining Armor whispered. "Discord will be expecting us to be on it."

"It was a doggone stupid thing to do in the first place!" Applejack snorted. "But I can take ya to the palace. I know this forest like the back off my hoof! I can sneak us through so that Discord won't see us comin' when we reach the palace! Besides," she said, patting her belt, "you'll need the extra defense."

She lifted her head and listened for danger. "Okay, I think it's safe to walk now."

The five stood up and brushed the snow off their clothes.

"Finally!" Rarity heaved. "Crawling on the ground is unbecoming for a lady!"

"Let's see," Applejack said, glancing at their surroundings. "The Sugar Plum Palace is up north, which should be…" She paused and pointed in one direction. "That way!"

"How do you know?" Sweetie Belle asked.

"The sun rises in the east and sets in the west. North would be in between."

The others watched in awe as they followed the Resistance leader.

"I like her," Sweetie Belle whispered to her sister.

"How did those Diamond Dogs get here so fast, anyway?" Fluttershy inquired. "I thought you said it was a day's journey from here to the palace."

"It is," Applejack explained. "But in order for those canine crooks to act quickly, Discord gave them the power to teleport to different parts of the land. It's in their collars."

"I didn't see any of them teleport," Sweetie Belle declared.

"The can only teleport far distances. Discord can't give his servants _too_ much power."

Applejack paused and spun around. "Sorry, I'm afraid I didn't catch all yerr names."

"I'm Sweetie Belle!" the little doll piped. "And this is my sister, Rarity!"

"And I'm Fluttershy," the pegasus waved shyly.

"Well, I'm Applejack," the Resistance leader greeted, shaking her hoof, "in case ya didn't hear from the others. Now, what I would like to know is why the Diamond Dogs were after y'all. I mean I know they weren't after the cap'n here. I thought they were at first, but they seemed a lot more interested in this here pegasus mare. Mind tellin' me what that was all about?"

"It's a long story," Shining Armor said.

Applejack shrugged. "We've got a long journey ahead of us. Ya might as well start talkin'."

* * *

><p><strong>I don't know about you, but I love how Applejack turned out in this!<strong>

**AJ: "Call ME a background pony, will ya?" *snaps Besty***

**Some of you may have guessed it, but I made a reference to the comics with the colorful, multi-flavored apples.**

**Just to be clear, the Resistance doesn't solely consist of the Apple family (hence, the inclusion of Bon-Bon).**

**In case I don't update in the next two days, Happy Holidays!**


	5. Bargains

**On vacation. Fewer updates.**

* * *

><p>"So let me get this straight," Applejack said once the others had finished telling their story. "You," she pointed at Fluttershy, "are from another world and the Chaos King went after that necklace of yours, not knowing that yerr aunt had given you the cap'n turned nutcracker for Hearth's Warmin' and he tried to kidnap ya, but he couldn't because yerr necklace has some freaky magic and now y'all are on a quest to defeat the Chaos King for good, without an army to back you up?"<p>

"The army's coming tomorrow," Shining Armor explained, "but yeah, that's pretty much it."

The rebel nodded. "Things in this land keep gettin' stranger and stranger. I mean first Discord gets that freaky Chaos Amulet and turns the princess into a horrifying monster and now all this!"

"I've been meaning to ask," said Fluttershy. "What's the deal with this Chaos Amulet?"

"The Chaos King didn't always have this much power," Shining Armor replied grimly. "After Cadence and I announced our engagement, Discord forced my sister to tell him where to find the Chaos Amulet. The legend says that the wearer will gain unlimited power, but it will also corrupt their soul. After Cadence was cursed, Twilight told me what Discord made her do and the pieces came together."

He hung his head. "Poor Twilie. I knew studying divination would get her into trouble."

Fluttershy put a hoof on his shoulder. "Don't worry. We'll save her _and_ Cadence."

He looked up at the sky. "They're both strong mares. I just hope that whatever Discord's doing to them, they're holding out."

* * *

><p>In the highest tower of the Sugar Plum Palace, a lone pink mare was staring out a barred window. Her purple eyes were beautiful, though reddened and shadowed from many sleepless nights. Her long, pink, yellow and purple mane flowed gracefully down her back, but was tangled from distress. She wore a tattered purple dress that was once an elegant gown fit for a queen. Most of the sugar plums decorating the hem and collar had fallen off, and those remaining were shriveled and dry. The purple-tipped wings poking out of her back drooped weakly to her sides. She looked up and touched her forehead where a long, pink horn had once been. Discord had taken it away so she wouldn't use magic to escape.<p>

She sighed heavily as she looked out at the kingdom she was supposed to protect, but had failed. She touched the crystal heart around her neck. It was the first gift her beloved had given to her.

She recalled how he had looked at her eighteenth birthday celebration. At that time, he had been a young soldier in training, but still the handsomest young stallion that had ever come to her castle. Ever since she had seen him with his shiny blue eyes and kind smile, she had wanted him. And when he had bowed to her and handed her that gift, color had risen to his white cheeks. When she saw the necklace, it was her turn to blush. After she had received her gifts, he had requested a dance. She had smirked and said she was about to ask him the same.

That had been the most magical night of her life.

She had promised to treasure the necklace forever, and she did not think she could break it even if she wanted to. He had given more than just a necklace that day, but his heart, and that was something she could never give away. A tear fell at the thought of her lost love.

"Oh, Shining Armor," she whispered. "Please, please be alive." She looked out at the horizon. "And if you are, and you still love me, please come back to me."

"Praying will get you nowhere, Princess," an all-too-familiar voice sneered. "There's no one to hear you."

The mare scowled, but she refused to face her captor. "Go away, Discord. I'm not in the mood."

"Oh, Cadence, Cadence, Cadence," Discord tsked. "Feeling a little down, are we?"

"Very," Cadence growled.

"Well, then perhaps my news will cheer you up. Apparently, your boyfriend has returned to the Land of Sweets."

She turned to him with tears welling up in her eyes. "Shining Armor's alive?"

"Oh, yes, but not for long, of course."

She narrowed her eyes and gritted her teeth. "Don't you dare hurt him!"

"All depends," he said, looking nonchalantly at his claw. "After all, I can't have him constantly trying to defeat me."

He smirked at Cadence as he circled her. "Of course, if you'll reconsider my offer," he laid his hands on her shoulders, "I just might change my mind."

The Sugar Plum Princess hissed as she shook him off. "I'll never be your queen!"

"Even if it'll save your boyfriend's life?"

"Shining Armor wouldn't want that for me! He'd rather die than see me married to you! _I'd_ rather die!"

He rubbed his hands together. "That can be easily arranged, but it would be a shame to destroy such a pretty face."

He touched her chin with his claw and she swatted it away.

"Why do you still want me as your queen, anyway?" she demanded. "I thought I made it perfectly clear that I will never love you!"

"Love's not important, darling," Discord shrugged, putting his hands behind his back. "All I want is power, and what better way to gain it than by marrying the Sugar Plum Princess?"

"You've already taken the land by force! You don't need _me_ to obtain power! Heck, you have so much power now that you can have any mare you want!"

Discord opened his mouth to argue but paused as he reassessed her words. He tapped his chin in thought.

"I _can_ have any mare that I want, can't I?" he said, turning his back to the princess. "Hmm…"

His thoughts were interrupted when the door swung open and Rainbow Dash burst in.

"Your majesty! The Diamond…"

"MUST YOU ALWAYS INTERRUPT ME WHEN I'M IN A MEETING?!" the Chaos King boomed.

Rainbow shrank in fear. "S-s-sorry, I…I just came to tell you how the Resistance attack turned out."

Discord's expression changed. "Oh. Did they get the girl?"

"Girl?" Cadence asked confusingly.

"Oh, that's right, I forgot to mention. Nut Boy is traveling with a new female companion. I think he might be cheating on you."

The princess crossed her forelegs. "Nice try. Shining Armor would never betray me! And even if he did, marrying _you_ wouldn't be any better!"

He stuck his tongue out at her before turning back to Rainbow Dash. "Well, did they get her?"

The pegasus bit her lip. "Um, not exactly…"

Discord's eyes narrowed as he put his hands on his hips. "What happened?"

"Well, uh…she and the nutcracker sort of…escaped?"

"WHAT?!" he howled, grabbing the front of Rainbow's suit. "HOW COULD SHE HAVE ESCAPED?! YOU MEAN TO TELL ME THAT I SENT A FULL ARMY AFTER ONE GIRL AND SHE _ESCAPED_?!"

"The nutcracker and the rebels helped her!" Rainbow wheezed. "But…but the Diamond Dogs managed to nab most of the Resistance!"

"Really?" Discord said, his eyes gleaming with interest.

"Yeah! They're all in the courtyard right now!"

She shut her eyes as Discord dropped her.

"You'll have to excuse me, Princess," he sneered at Cadence. "I have business elsewhere."

"You won't win!" Cadence declared as he and Rainbow Dash exited the cell. "Shining Armor will come for me and destroy you!"

The Chaos King chuckled in response. "At least there's one perk about keeping you here, even if you won't be my queen. You're just the bait to lure Nut Boy here. Once he comes for you, I will have the pleasure of destroying you both, like I should've done in the first place!"

He slammed the door behind him and followed Rainbow Dash to the palace courtyard. The Diamond Dogs had the Resistance members bound at their feet.

"We've caught the traitors, your majesty!" Rover announced with a toothy grin.

"Yet you let the girl get away!" Discord growled. "The nutcracker too!"

The leader dog gulped. "It wasn't our fault, your majesty! The girl…she used magic of some sort! Yes! From her necklace!"

The Chaos King snapped his fingers and groaned. "Of course! That necklace is powerful! Of course it'll protect its wearer!"

He took a deep breath and looked pleasingly at the prisoners. "Well, it seems the battle wasn't a complete loss." He laughed at them. "You all thought you could defeat me? _Me_? The most powerful being in the world?" He knelt down to Applebloom. "Defeated by a bunch puny ponies like you?" He lifted the filly's chin with his claw. "Sorry that you went through all that trouble for nothing. You will all make excellent slaves."

"Hey!" Granny Smith hollered. "Get yerr filthy claws off my granddaughter!"

Discord stood up and smirked at the elderly pony. "Take the old one and the fillies to the kitchens and put the others to work in the cotton candy fields." He spoke directly to the rebels. "You all belong to me now! And if you have a problem with that, I hope you don't mind spending the rest of eternity as lawn ornaments!"

The Resistance members all glared at him as the Diamond Dogs carried them off. Discord growled and started pacing. Rainbow watched him worriedly, as if he were going to explode at any second.

"There's got to be a clean way to separate the mare from the necklace," he thought aloud, running his paw through his mane. "Or at least bring her here without struggle so that we can make her take the necklace off eventually!"

"If you don't mind me asking, your majesty," said Rainbow, "what's so important about this necklace?"

"That necklace is the Jewel of Kindness, which that witch foretold would be my demise! Unless I find a way to destroy it, I'm doomed! But every time I do so much as touch the mare wearing it, boom! Magical surge knocking me backward and giving me a splitting headache! How could I think sending the Diamond Dogs would be any different?"

His ears perked up and his lips curled into an evil grin. Then he slapped his forehead.

"I've been going about this the wrong way!" he chuckled in delight. "Brute force isn't the answer! What we need here is a little…_diplomacy_."

Rainbow blinked. "Uh, no offense, sir, but that doesn't sound like you at all."

Discord summoned his cape and draped it around his shoulders. Then he made a mirror appear in his claw and admired himself.

"_I _can't remove the necklace," he mused, "but _she_ can. She just needs a little persuasion. Besides, you know what they say, Dashie. If you want something done right, you've got to do it yourself."

* * *

><p>"I'm tired!" Sweetie Belle groaned. "We've been walking for hours!"<p>

"It's only been twenty minutes since we left the orchard," Rarity said, rolling her eyes.

"Yeah, but before that was a big battle and before that we were walking and before that was another battle!" The smaller doll collapsed to the ground. "I'm bushed!"

"We could use some rest," Shining Armor said, sitting on a large rock.

"I agree," Applejack nodded, making herself comfortable on a log. "While we're on a tight schedule, we can't be too exhausted when the time comes to battle Discord."

Fluttershy sighed as she sat down and leaned against a tree. She touched the butterfly pendant around her neck.

"I still don't understand what's so special about this necklace," she muttered. "I mean…what is it? And why does the Chaos King want it?"

Applejack shrugged. "The varmint likes power. Guess that Chaos Amulet wasn't enough."

"What made him so evil anyway?"

Shining Armor shook his head. "Who knows? Can't be about his looks. Cadence never ostracized him for it. She made him his advisor, after all. I guess Discord just wanted to be more than second-in-command."

"But why?"

"The monster is rotten to the core," Applejack spat. "What's the use in questionin' it if all he's gonna do is let that rottenness show?"

Sweetie Belle yawned. "All this philosophical thinking is making me tired."

Rarity mimicked her gesture. "Me too."

Applejack stretched as she also yawned. "I guess whippin' those Diamond Dogs really took it outta me."

Shining Armor didn't say anything, but his eyes were closed as he leaned on the hilt of his sword.

"Maybe some shut eye would do us good," Applejack said wearily as she sprawled across the log.

The dolls yawned again as they nodded off. Fluttershy, not feeling the least bit tired, looked around at them.

"What's wrong with every pony?"

"_Fluttershy_…"

Her ears twitched at the sound of the voice. It was soft and high, yet she could hear it loud and clear.

"_Fluttershy_…"

She stood up and tried to pinpoint the source of the voice.

"Hello?" she called. "Is some pony there?"

She gasped as three butterflies with pink wings fluttered past her.

"_Fluttershy_…"

She blinked in alarm, for the voice seemed to be coming from the butterflies. They seemed to be beckoning for her to follow. Her instincts told her to run, but her curiosity got the better of her. As the butterflies flew away, she tripped over the snow trying to catch up with them.

"Wait!" she shouted. "Who are you? How do you know my name?"

They led her to a cave and even though she was afraid of the dark, she blindly went in. She looked around and her fear lessened once she realized the cave wasn't that big. However, it returned when she saw that the butterflies had vanished.

"Hello?" she called weakly.

Fluttershy squealed when the entrance was suddenly barricaded with rocks, sealing her in darkness.

"You know, I didn't think you would be so gullible."

She gasped in recognition of the voice. A torch lit so she could see the smirking face of the Chaos King. Fluttershy backed away but realized her action was futile when her back hit the wall.

"I must say," Discord chuckled, advancing on her, "it is a real pleasure to see you again, Miss Fluttershy."

She winced as he reached out his claw. She wasn't sure what she had expected him to do, but it certainly wasn't what he ended up doing. He was brushing his talons against her mane and pulling some loose strands over her ear.

She opened her eyes in confusion. Why did he keep touching her this way?

"No need to fear me, dear," he whispered. "I won't hurt you."

It could've been her imagination, or a trick, but from the way he was looking at her, she almost believed he was serious. His tender touch both calmed and frightened her. Her fear took over as she slapped his claw away. He scowled but quickly relaxed.

"Right," he said, rising to his full height. "We should get down to business." He frowned at her quivering. "Look, I'm not here to hurt you. I'm unarmed…"

Her jaw dropped as his arms suddenly fell from their sockets.

"I carry the white flag…"

In a flash, his arms reappeared on his body, a white flag in his paw.

"I come in peace. I just came to negotiate, so you shouldn't fear me trying to abduct you this time."

He poofed the flag away and awaited her response. She still hadn't moved from her spot against the wall and was staring at him unsurely.

"Well," he huffed, crossing his arms. "Don't you have anything to say?"

She opened her mouth, but not even a squeak came out.

"Fine, don't talk," he said, waving his paw. "Anyway, here's my proposition. You want to go home, right? You want to be your right size again and return to your family. Of course, with my magic, I can grant your wish. All you have to do is give me that necklace, and you can go home."

Fluttershy put her hoof to her pendant and got up the courage to speak. "Wh…wha…what do you want it for?"

"Surely by now you realize the power it holds. Why wouldn't I want it?" He held out his paw. "So hand it over."

"No."

He raised an eyebrow. "No?"

She gulped but tried to stay firm. "You…you obviously want it for something evil. If I gave it to you, you might become more powerful and…you'll hurt Shining Armor and my friends!"

He scoffed. "Friends? You only just met them today! And why are you so attached to that nutcracker, anyway? You know he already has a girlfriend, right?"

Her mouth opened in astonishment. "I…I…I know that! And I don't care!"

"Oh, come on! A young, innocent girl like you, rescued by a tall, handsome young stallion? Of course you would fall for him!" He chuckled as he turned his back to her. "Even without Cadence, he'd never care for you, of course. You're just a silly, gullible filly!"

She scowled. "I'm not a filly! I happen to be turning seventeen next month!"

He turned back to her, his eyes glinting with interest. "_Really_?" He stroked his beard as he studied her. "Just old enough to be married, eh?"

Her eyes widened at the odd question. "Um…maybe?"

"It's a real surprise no stallion has claimed you yet." He reached out his claw again. "Such a pretty thing…"

"Don't touch me!" Fluttershy commanded, doing the same as before.

"You're right, I'm wasting time. So will you give me the necklace or not?"

"No!"

He shrugged. "Pity. I didn't want to do this the hard way."

She raised an eyebrow as Discord started putting on black gloves.

"You can't take my necklace," she declared. "It'll burn you!"

He smirked. "That's what the gloves are for, darling."

With the speed of a panther, he lunged toward her and grabbed her necklace before she could jump out of the way. The chain glowed and sparked as he pulled at it, but the gloves seemed to shield his hands from the pain. Seeing this, Fluttershy attempted to push his hands off, but they were bigger and stronger than her hooves. Smoke was coming from his gloves, indicating that the power from the necklace would burn through to his hands any moment now, so Discord had to act quickly.

He reached behind Fluttershy's neck and fiddled with the clasp. It was difficult with his gloves on, so he pulled at it some more, gritting his teeth. Twilight hadn't been kidding about the magical lock.

"Get off me!" Fluttershy grunted, pushing at his chest.

"Give me the necklace!" he growled.

"Get _off_!"

Discord reeled back with a scream. Fluttershy screamed too when she saw that his hands had burst into flames.

"Fire!" he screeched. "I'm on fire! Put it out, put it out, put it out!"

Fluttershy watched in amazement as he ran frantically around the cave, waving his burning hands wildly. She wondered why he didn't just put it out with his magic, but figured he was too agitated to be thinking clearly. It was a cruel thought, but she almost found the scene humorous with the way he was skittering about, trying to shake off or blow out the flames. She would've burst out laughing if his hands weren't burning to a crisp.

She decided this was her chance to escape but remembered that Discord had sealed off the exit. She glanced around but saw no other way out of the small, confined space. She looked back at the frightened Chaos King and felt a pang of pity. She really shouldn't be feeling the need to help the monster who was trying to steal her necklace and or kidnap her, but that wasn't what she saw when she looked at him. She saw a wounded animal that needed tending to, and the animal nurse inside her couldn't turn away from that.

She looked around for something useful and spotted a snowdrift which must've formed before the exit had been sealed. She approached Discord with her hooves above her head.

"Wait!" she cried. "Calm down!"

He looked at her as if she were from another planet, which wasn't far from the truth actually. "Calm down?! My hands are on fire!"

"Over there! Put them in the snow!"

Discord looked in the direction she was pointing and didn't hesitate to rush over to the snowdrift and plunge his hands in. The snow sizzled and began to melt as it put out the fire. Discord let out a relieved sigh.

After a few minutes, he took out his hands and cringed.

"Let me see," Fluttershy said, holding out her hoof.

"Don't touch them!" he snapped, pulling his hands away.

"Please?"

His expression softened when she looked up at him with those big, teal eyes. What he saw in them surprised him. Usually when others looked at him, it was with fear or disdain. But the look this mare was giving him was sympathetic and pleading.

He glanced at his hands and reluctantly showed them to her. His eagle claw was black and charred. Much of the fur on his paw had burned, revealing the red, badly blistered skin beneath.

"Oh dear," she whispered, taking his paw.

"Ouch!" Discord shouted, wrenching his paw away.

Fluttershy wished she had some aloe leaves with her, but there weren't any plants around. Discord's eyes widened as she ripped the hem of her dress.

"What are you doing?"

She divided the large piece into two and placed them both in one hoof, holding out the other toward Discord.

"Give me your claw," she softly commanded.

He was confused, but some unknown force made him comply with her command. She wrapped one piece of cloth around his claw while he winced in pain.

"Careful!" he whined. "It hurts!"

She bit her lip as she giggled. It astonished him, for he had never heard her laugh before and it was like hearing a tinkling bell. It also enraged him when he realized she was laughing at him.

"I'm thrilled that you find my pain amusing," he said sarcastically.

"Sorry," Fluttershy said, snickering. "I'm not laughing at your pain. It's just that you're whining like a foal."

"Well, excuse me, but it's hard to be calm when you have third-degree burns!"

"They're only second-degree."

He huffed. "As if that makes a difference!"

Once she had finished bandaging his claw, she moved on to his paw. Discord's confusion rose as he watched her.

"Why are you doing this?" he finally asked.

"I don't have the proper medicine," she replied, her eyes not leaving her work, "but the bandages should help protect the burns from infection."

"No, I mean why are you being so…_nice_ to me? Or did you forget that I just tried to steal your necklace?"

She shrugged. "Well, I couldn't just let you burn now, could I?"

"Yeah, but you could've…okay, so there's nowhere for you to escape, but still, why bother helping me?"

She sighed. "I did this to you, so it's my responsibility to make it right."

"Your necklace did this, not you." He snorted. "Jewel of Kindness, indeed! What does setting someone on fire have to do with kindness?"

Fluttershy raised an eyebrow at the name he gave her necklace, but decided not to question it as she had finished bandaging Discord's wounds.

"There," she said, lightly kissing his paw. "Feel any better?"

He was stunned to silence at her sudden gesture. Helping with his wounds was one thing, but _kissing_ them? He had just tried to rip her necklace off her neck and she was _kissing _him? Even if it was just his paw, no pony had ever dared to _kiss_ him! Sure, some of them had kissed his foot, but only out of fear. She had kissed his paw willingly, without needing to be threatened or commanded.

This mare was becoming more and more of a puzzle to him by the minute.

He only now just realized that she was looking up at him, awaiting his answer. His lips quivered as he struggled to speak.

"M-m-much," he stammered.

They stared at each other in silence, his bandaged paw still in her hooves. As he gazed into those gorgeous ocean-colored eyes, he tried to comprehend how this mare could be looking at him so calmly, holding his paw as if it were nothing, allowing any part of him to even touch her.

He shivered slightly as he felt her hoof gently stroke over his wound, his eyes refusing to leave hers. Suddenly, he didn't feel pain anymore.

Fluttershy looked down and gasped. He followed her gaze and saw that the bandages had fallen from his paw and claw, which had miraculously healed completely. Had he healed himself without even trying?

But that wasn't the only strange thing. Fluttershy's necklace was glowing and slowly lifting. Feeling something strange around his neck, Discord looked down and saw the Chaos Amulet doing the same. They watched as the two necklaces rose and moved towards each other. Eventually, the pendants met and entwined. Their wearers looked up and froze at how close they were.

Discord glanced down at their glowing, entwined necklaces and back at her.

"You," he whispered.

Fluttershy blinked. "What?"

She was merely a breath away. It would take just one swift motion for their lips to meet. He found himself focusing on her mouth, considering that possibility.

Without thinking of the consequences, he closed his eyes and started leaning forward. Fluttershy's eyes widened when she realized what he was about to do. Panicking, she brought her hooves to his face and pushed him away.

A loud boom erupted from both their necklaces, sending two shockwaves knocking them backward. The small explosion was enough to clear the cave exit. Fluttershy didn't pay much heed to this as she was too busy staring in astonishment at the creature lying limp across from her.

"What was that?!" she screamed.

He wasn't sure if she was talking about the magical phenomenon or his attempt to kiss her.

"What was _that_?!" she shouted again, pointing to her lips.

So it was the latter. He groaned as he struggled to rise.

"I…I was…"

"Fluttershy!"

They turned to see Sweetie Belle appear at the cave mouth.

"We've been looking every…"

The doll squealed when she saw Discord, who cursed silently to himself for only using a temporary sleep spell. He looked at Fluttershy and decided he should take her before the others arrived. To save the effort, he snapped his fingers to teleport her into his arms.

He waited.

And waited.

Nothing happened.

He stared at his fingers in confusion and snapped again, but Fluttershy remained on the other side of the cave.

"What?" he uttered.

"Discord!"

As he had predicted, the nutcracker and the other two appeared and stood defensively in front of Fluttershy. Shining Armor drew his sword, Applejack made her whip ready and Rarity waved her shoe with her magic.

Discord grunted in annoyance. He could kill them all right now, but that wouldn't help him get the necklace. Even without her bodyguards, he still couldn't touch the mare. Also, if her companions were gone, there would be no one to protect her from the dangers of the forest. Even with her necklace, she could still get lost and for some reason, he didn't want anything unfortunate happening to her.

Besides, what was the point in destroying them now when they were already heading to his castle?

Discord smirked as he rose to his full height. "You've won this round, my little beauty, but I _will_ get that necklace! And when I do, you'll spend the rest of your life as my slave!"

Fluttershy gasped and Rarity put her hoof in front of her.

"You should've taken my offer, sweetheart," the Chaos King sneered. "Oh, and thanks for the burns." His claw erupted into flames. "Why don't I repay the favor?"

At first, Fluttershy thought he was going to throw the fireball at her when it caught Shining Armor's hoof. He dropped his sword and started waving his burning hoof wildly. Discord laughed and blew a kiss at Fluttershy.

"Till next time, darling!" he mocked before vanishing.

After getting over her shock, Fluttershy directed the nutcracker's hoof to the same snowdrift and put the fire out.

"Oh, thank goodness!" Rarity heaved, placing her hoof over her heart.

"Is it bad?" Sweetie Belle asked worriedly.

Shining Armor retracted his hoof. The wooden surface was now blackened.

"Not much," he sighed. "I'll still be able to use it."

"What happened?" Applejack demanded, kneeling down to Fluttershy. "We woke up and saw you gone and then Sweetie Belle heard ya scream…"

"And darling, what _have_ you done to your dress?" Rarity inquired, staring in horror at the tear in her gown.

Fluttershy was breathing heavily, afraid to answer the questions.

"Give her some air, girls," Shining Armor said, waving them off. "She's been through a lot." He spoke softly. "Now Fluttershy, very slowly, tell us what happened."

She glanced at all of them and took a deep breath. "I…I heard some pony call my name and…these butterflies…they led me to this cave and…Discord, he…he said he'd send me home if I gave him my necklace."

"Seriously, what's all this fuss about jewelry?" Applejack demanded.

"Humph!" Rarity grunted. "It's not even his color!"

"He…" Fluttershy stammered, touching the butterfly pendant. "He…he called it the…Jewel of Kindness."

Sweetie Belle raised an eyebrow. "The what of what now?"

"I've never heard of such a thing," Applejack declared.

Shining Armor squinted. "It…it sounds familiar…" He scratched his head. "Oh, I can't remember."

"Well, at least we have another clue as to why he's after Fluttershy," said Rarity as she helped the pegasus up. "Are you alright, dear? He didn't hurt you, did he?"

"No," Fluttershy replied. She suddenly snickered. "Actually, I think I hurt him a lot more than he hurt me."

Every pony stared at her, confused as to what was so humorous about that sentence.

"Come on, y'all," Applejack said, standing up. "I left my travelin' gear back at Sweet Apple Acres, but I know a place where we might get some supplies. It's not far from here. We should get goin'."

The others nodded and followed the Resistance leader. When Fluttershy didn't move, Shining Armor turned back.

"Are you okay?"

She looked up and nodded without saying a word.

The recent events were still playing through her head. For one moment, she didn't have any fear or resentment toward the Chaos King. Seeing him hurt and vulnerable made him seem less menacing, and in that moment where their necklaces joined and they gazed into each other's eyes…

She wasn't sure what exactly had passed between them, but it was almost as if they had some sort of…connection.

He had put on the evil villain façade in the end, but after seeing that mask fall for a moment, Fluttershy was beginning to wonder if he really was as evil as he appeared.

* * *

><p>"Read 'em and weep!" Rainbow Dash laughed, showing her cards to Spike.<p>

"What?!" The dragon looked at them in astonishment. "Hey, wait a minute! How'd you get _five_ aces?! You cheated!"

She looked at him jadedly. "Spike, we're working for an evil overlord here. We gotta adapt to our circumstances."

The two jumped back as the aforementioned evil overlord appeared on top of their card game.

"I _really_ wish he'd stop doing that," Spike whispered.

"Back already, your majesty?" Rainbow Dash said, smiling up at him. "How'd it go?"

He gripped her neck angrily. "Well, let's see… I don't have the Jewel of Kindness _or_ the mare. How do you _think_ it went?!"

He tossed her to the ground, but Rainbow didn't cry out. She was used to this by now. The two minions watched as their king began pacing the throne room.

"How to get it off her neck?" he muttered repeatedly. "How to get it off her neck?"

"If you don't mind me asking, sir," Rainbow said carefully, "why go through all this trouble? I mean the mare and the nutcracker are already on their way here. Why not just bag 'em when they get here?"

"_Because_," Discord growled, "by the time they get here, that mare will have figured out how to use that necklace against me and my reign will be over! I need to separate her from the necklace before she learns its full potential! But I can't even touch her without blowing up, I can't use my magic to bring her here, and she wouldn't take my deal! She's too smart for that!"

"Well," Spike shrugged, "maybe because the necklace knew you were trying to harm her, it fought back. Maybe if you were nice to her, it…wouldn't…fire?"

Discord and Rainbow gave him odd looks. The dragon grinned sheepishly and rubbed the back of his neck.

"Of course, I could be wrong."

"Now hold on," Discord said, stroking his beard. "I can't believe I'm saying this, Spike, but you may be onto something."

Spike blinked. "Really? Uh oh."

The Chaos King headed toward the window. "_I_ can't touch her because I'm her enemy, but if a friend touched her…"

"I just gave him an idea, didn't I?" the dragon whispered to the pegasus.

"Yup," Rainbow replied bluntly.

Spike stood up. "If you need me, I'll be cleaning toilets."

"And she would trust a friend with her necklace," Discord mused, paying no heed to Spike's departure. "Or at least some pony she _thinks_ is her friend…"

He turned back to his pegasus minion as his thoughts came together. The look he was giving her made Rainbow Dash uncomfortable. She knew that look all too well. The king was planning something dastardly.

Her suspicions were confirmed when he put his arm around her.

"Dashie," he said sweetly, though the sweetness was clearly faked. "You know I consider you my most trustworthy servant? In all the time you have served me, you have obeyed me without question and have shown great loyalty to me!"

Rainbow furrowed her eyebrows. "You know very well that I don't do these things out of loyalty to _you_."

"Nevertheless, you've carried out every task I've given you swiftly and effectively. You've served well as my eyes and ears, spotting every rebel and confounding every plot against me. So, let me ask you…"

He turned her to face him, laying his hands on her shoulders.

"How good are you at making friends?"

Rainbow blinked in confusion. "Huh?"

He returned to his previous position and whispered lowly. "Here's what I want you to do. I want you to join the nutcracker's little party, gain their trust, especially Fluttershy's, and when the time is right, take the necklace from her."

"B-but…"

"Ah, ah, ah!" Discord wagged his finger. "Don't make me take back what I said about your loyalty."

"It's not that. I'll do it, of course, but…how am I supposed to take the necklace from her? You said so yourself she's the only one who can remove it, and if I even try to take it…well, you never really made it clear, but I know it's bad."

"Find some way to persuade her to take it off. Ask to see it or wear it. Use your imagination."

"And if she doesn't trust me enough?"

A silver whistle appeared in Discord's paw. "Use this to call the Diamond Dogs. Only they can hear it, so don't worry about alerting those ponies. Our pretty friend will be easier to capture when she's asleep and off-guard. If persuasion fails, the Diamond Dogs will take care of things. Think you can handle this, Dashie?"

Rainbow Dash gulped as she stared at the whistle. "What will become of the mare once you have the necklace?"

He shrugged. "Oh, you know, enslave her, find some use for her? The nutcracker will be toast, of course. That Resistance leader would be an excellent addition to the cotton candy fields. I might even appoint her to my guard, if I can sway her right. As for the dolls…well, they can be cleaning maids."

He frowned when he noticed the pegasus' stunned silence. She said nothing, only stared at the whistle with uneasiness. Discord could see she was having second thoughts, so he played a new card.

"Why not make this plan beneficial for the both of us?" he grinned, showing his pointy teeth. "If you do this for me, I will give you the one thing you've always desired from me."

Rainbow looked up at him with wide eyes. "You mean…?"

Discord nodded. "Once I've destroyed all the things standing in my way of ultimate power, I'll have no more need for your services."

"And…?"

"You'll have your little family reunion at last."

Rainbow gazed back at the whistle dangling in front of her. After much thought, she swiped it from Discord's paw.

* * *

><p><strong>You asked for it. MORE FLUTTERCORD! And we finally get to see Cadence! You know? I don't think I've ever written in her point of view before.<strong>


	6. Rainbows and Gingerbread

**Songs that inspired this chapter were "The Dance of the Flowers" and the "Mother Ginger" dance from the ballet.**

* * *

><p>When Applejack pushed the final branch aside, the others gasped. Before them was a waterfall, pouring a rainbow of colors into the lake below. The colors fell beside each other so evenly that it was as if a rainbow had melted atop the cliff.<p>

"Welcome to Rainbow Falls," Applejack announced.

"Incredible," Rarity muttered.

"Amazing," Fluttershy whispered.

"Cool!" Sweetie Belle squeaked.

"I've always heard of this place," Shining Armor grinned, "but I've never seen it myself."

Applejack's smile disappeared when she looked around. "Not as amazin' as it used to be."

The lake was surrounded by charred wood and run-down buildings that appeared to have once been stalls.

"This used to be a trader's exchange," Applejack explained. "Ponies would come from all over the Land of Sweets to trade all kinds of things. When Discord took over, they started sellin' stuff on the black market. That's how we got all our weapons and supplies. Discord must've found out and had the Diamond Dogs ransack the place."

"So much for supplies," Rarity sighed.

"Let's look around," Shining Armor declared. "Maybe the Diamond Dogs left some things behind."

Applejack shrugged. "Couldn't hurt."

Fluttershy put her hoof to her grumbling tummy. "Any chance there might be food here?"

"Nibble on a tree branch if you're hungry."

"I don't want candy. I want real food."

Applejack took off her hat and withdrew an orange apple with blue polka dots.

"Here," she said, tossing Fluttershy the apple. "I always keep a few, just in case. I hope ya like pepperscotch."

Fluttershy raised an eyebrow. "Pepperscotch?"

"Tastes better than it sounds."

The pegasus cautiously took a bite and wrinkled her nose at the peculiar taste. It seemed to be a blend of peppermint and butterscotch. It wasn't the best thing she had ever tasted, but it wasn't the worst either, so she continued munching.

"How does rainbow water taste?" Sweetie Belle asked, leaning over the lake and making a ripple in it with her hoof.

"Wouldn't recommend it," the Resistance leader warned. "Liquefied rainbow is real spicy."

"That's okay. Dolls don't eat anyway, let alone taste."

Rarity suddenly flinched and glanced over her shoulder. "Did one of you tap me?"

"No," Applejack replied.

Fluttershy spun around. "Did you want something, Shining Armor?"

The nutcracker tilted his head. "No."

Applejack shrieked and pulled out her whip. "Who pinched me?!"

Rarity screamed. "Some pony pulled on my dress! Sweetie Belle, are you doing this?"

"I'm all the way over here!" the young doll insisted. "How could I have possibly…?"

She was cut off as a pony head popped out of the lake and cried, "BOO!"

Sweetie Belle yelped and fell backwards. The figure emerged fully from the water, completely drenched in rainbow. Rarity grabbed her sister while Shining Armor and Applejack made their weapons ready.

"What is it?!" Rarity gasped. "A swamp creature?"

The figure shook off the rainbow water, revealing nothing there.

"No!" Sweetie Belle squeaked. "It's a ghost!"

They heard a laugh where the rainbow creature once was. Slowly, a cyan pegasus with a multi-colored mane and bodysuit appeared, clutching her stomach as she floated in midair.

"You all should've seen the looks on your faces!" she mocked, wiping away a tear. "Oh, I haven't had this much fun in months!"

"Who are you?" Shining Armor demanded, raising his sword.

"Whoa, whoa, easy there!" the joking pegasus exclaimed, holding up her hooves. "I was just fooling, Shining! No need to get hasty!"

He raised an eyebrow. "How'd you know my name?"

She hesitated for a second. "Every pony knows who you are. You were engaged to the Sugar Plum Princess before Discord banished you and turned you into a nutcracker."

Applejack scrutinized her. "How'd ya know all that?"

The rainbow pegasus shrugged. "News travels fast. Now, as to who _I_ am, the name's Rainbow Dash."

"How'd you do that?" Sweetie Belle asked in wonder. "Turn invisible, I mean."

"That wasn't invisibility. That was camouflage. All rainbow ponies have chameleon powers. Anyway, I couldn't help but overhear that you folks were looking for food."

She turned around to reveal a rainbow sack on her back. She slipped it off, opened it and Fluttershy gasped when she saw a variety of sandwiches.

"Go on, take your pick," Rainbow beckoned. "Daisy? Sunflower? Hay? Grass? Cucumber?"

"Hold on!" Applejack shouted, slapping Fluttershy's hoof before she could reach the sack. "We shouldn't be takin' food from strangers! Especially this one!"

"What do you mean?"

"Don't play innocent! Thought I wouldn't recognize ya, huh? You're that spy we caught last week!"

"Oh, right," Rainbow said, smiling nervously as she put her bag back on. "Forgot about that."

Shining Armor pulled Fluttershy back and moved his sword closer to the hovering pegasus. "Does she work for Discord?"

"I'm not a spy!" Rainbow insisted.

"You were snoopin' around the orchard!" Applejack declared. "No doubt tryin' to find our hideout! Ya know what her excuse was? She was lookin' for her sister!"

"I _was_ looking for my sister!"

"Likely story! If that's all ya wanted, why'd ya run away? Had to tell yerr boss what ya found out, eh?"

"Of course I ran away! You punks were about to skewer me with a caramel apple stick! I really _was_ looking for my sister!" She sighed sadly. "She was captured by the Chaos King."

Fluttershy looked at the rainbow pony sympathetically. "What's your sister's name?"

"Scootaloo," Rainbow Dash replied with a sniff. "When the Diamond Dogs invaded Rainbow Falls, we got separated. When I couldn't find her, I could only assume the Diamond Dogs had taken her."

"That's so sad," Sweetie Belle said with a frown.

"It's a bunch of lies!" Applejack said, cracking her whip. "Tell the truth, or you're gonna have to answer to Betsy here!"

"Wait!" Fluttershy exclaimed. "I think she _is_ telling the truth!"

"How would _you_ know?"

She looked at the Resistance leader solemnly. "If my little brother was ever in trouble, I would be just as upset."

Applejack glanced between the two pegasi, unsure of how to respond. Shining Armor was just as wary.

"Can you prove that you're not a spy?" he asked Rainbow.

"I'm offering you food, aren't I?" she replied, taking a sandwich out of her pack and biting into it. "See? No poison or anything. Now, you guys hungry or what?"

Applejack scowled. "I know that trick! Eatin' the only sandwich that _isn't _poisoned to make us eat the ones that are! You're gonna have to do a lot better than that!"

"How about this?" hollered a voice from above.

The looked up to see Fluttershy at the top of the waterfall. Shining Armor glanced back at his side to verify that she was no longer there and then back up to where she was now.

"Fluttershy, what are you doing?!"

The yellow pegasus closed her eyes, folded her wings and let herself fall. Every pony gasped and shrieked.

"Fluttershy, are you crazy?!" Applejack shouted, rushing with the others to the bottom of the waterfall.

But before they could even get under her, Rainbow Dash caught her in her hooves, a panicked look on her face. Fluttershy opened her eyes and smiled.

"Like the cowgirl said," Rainbow huffed. "Are you crazy?!"

"Maybe," she shrugged, "but I've just proved that you're on our side."

Applejack's and Shining Armor's mouths fell open as Rainbow Dash lowered Fluttershy to the ground.

"Well, uh…" Applejack stammered.

"I…I guess you're in the clear," the nutcracker said. "Any pony working for Discord would've let her fall."

Rainbow sighed in relief. "Well, now that that's settled…" She opened her backpack. "Who wants some lunch?"

* * *

><p>"WHAT IN THE WORLD IS THAT SUPPOSED TO MEAN?!" Discord hollered, slamming a fist next to the bowl of water in front of Twilight.<p>

"It's just as I said," the unicorn said calmly, "as I had said when you first asked me about the Chaos Amulet: _This amulet will undoubtedly corrupt the soul, but will show an alternative path beyond control._"

Discord folded his arms. "And that means _what_, exactly?!"

She rolled her eyes, her patience wearing as thin as his. "Magical amulets tend to have minds of their own, especially the Chaos Amulet. It's connected to the randomness of the universe and is drawn to random events, such as those that often lead to one's destiny."

The Chaos King glanced down at the amulet. "So what you're saying is that when this thing glowed, it was pointing to my destiny?"

Twilight shrugged. "Most likely."

He blinked as he stared off into space. "Then Fluttershy…"

It was the unicorn's turn to blink. "Excuse me?"

He lifted the amulet. "Her necklace. It was glowing too. Hers and mine…they connected."

Twilight's eyes widened. "Oh dear."

"What do you mean 'oh dear?' What do you know?"

She gulped. "Well…it is possible that Fluttershy's amulet isn't that different from yours. I mean kindness is often associated with…"

She trailed off and glanced down at her hooves. Discord narrowed his eyes at her.

"What?"

"Nothing," she said quickly. "It's just a silly hunch."

He grabbed the front of her dress. "TELL ME WHAT YOU KNOW!"

"Alright, alright! I think her necklace connected with yours because kindness is often associated with…caring for some pony."

He raised an eyebrow. "Meaning?"

"You know." She winced, afraid of what she was about to say. "Love."

He dropped her. "LOVE?! With that…her…me…her and me…are you messing with me?!"

"It's just a theory! Forget I said anything!"

"Good!"

He huffed as he stomped out of her cell. "Me! Master of Chaos! Love! The very idea!"

Yet as he slammed the door, the sweet mare's face came to mind again. The way she had looked at him… No pony had ever looked at him that way before. So sympathetically, so caring, so…

He looked down at his paw and claw. He could still feel the tingle from her soft hooves running over his burns. He closed his eyes and sighed at the memory of her touch. Soon he imagined those hooves touching his face, her beautiful eyes gazing into his as she leaned forward and…

"Um, sir?"

He snapped out of his thoughts and turned to see a Diamond Dog standing awkwardly at the cell door. Discord blushed for a second and then scowled.

"WHAT ARE _YOU_ LOOKING AT?!"

The Diamond Dog stood upright and didn't say anything further.

"That's what I thought," Discord huffed, stomping away.

He reached the throne room and began pacing, thinking about what had passed between him and the young pegasus. Was Twilight telling the truth? Was the Chaos Amulet really leading him to his destiny? Was the Jewel of Kindness doing the same for Fluttershy? If their necklaces were pulling them towards each other, did that mean…?

Discord shook his head. "Absurd! I'm the King of Chaos! Love and chaos don't mix! Neither do _kindness_ and chaos!"

He paused and tapped his chin. "Then again, that necklace's power _did_ seem awfully violent for a Jewel of Kindness. _Chaotic_, even. And the mare wearing it…"

No mare had ever been able to get the best of him like that. Twice now, she had done so. Sure, she had that Jewel of Kindness protecting her, but no doubt she was channeling its power. After all, it only seemed to really do its job when she got upset. He still wasn't quite sure how her necklace could repel him yet be drawn to him at the same time. It didn't make sense.

"Then again," he said, grinning slightly, "what fun is there in making sense?"

Seeing his telescope perched on the windowsill, he looked through it and scouted the land. He spotted the nutcracker's party at Rainbow Falls, having a picnic lunch with Rainbow Dash. He chuckled as he watched his minion making splendid progress in his plan already. Then his eye fell upon the yellow pegasus and everything else was forgotten. He focused in on her face, glowing as she smiled. He couldn't help but smile too as her flowing, pink mane shimmered in the sunlight and her teal eyes sparkled.

She was like an angel: so innocent, so pure, so beautiful, so perfect…

The list went on forever, and he found he could not take his eye off her. Warmth welled up inside his chest with every second he watched her. All he could think about was what it would be like to have her here, in his arms, to be allowed to run his fingers through her mane…

He shook himself back to his senses. Why was he thinking like this? So what if the mare was pretty? So what if the mere sight of her made him feel warm and giddy inside? That didn't mean he…

He shook his head again. No, it wasn't like that. He just…had an inexplicable need to have her near. The more he thought about it, the more he realized how much he wanted her right then and there.

Then he wondered what he would do with her once she was here and the necklace had been removed from her. He could make her his own personal maid, so that she would always be near and he could look at her whenever he wanted. Heck, as his slave, he could do whatever he wanted with her, even hold her close and…

For the hundredth time that day, he shook his head wildly. What had put _that_ thought into his head?

The whole matter was making his head spin in confusion. All he knew was that he couldn't wait any longer to have the mare. He looked back through the telescope and saw that the group had packed up their picnic and started on their way again. He focused in on Rainbow Dash, who was looking very nervous.

"You better not fail me," Discord muttered as he turned his attention back to Fluttershy. "I want her _now_."

* * *

><p>Rainbow Dash tried her best to hide her guilt from the others. So far, things had been going smoothly. She hadn't expected Fluttershy to jump off a cliff, but catching her had been enough to gain the group's trust. The young doll seemed particularly enraptured by Rainbow's stories and kept asking her to demonstrate her camouflage powers, which wowed Rarity and Fluttershy as well. Even the nutcracker seemed to be won over by her.<p>

It was Applejack that still had her suspicions. Rainbow cursed herself for forgetting her run-in with the Resistance leader last week. She kept giving her wary looks, thinking the rainbow pony was going to stab them in the backs at any second.

What bothered Rainbow most about the rebel was that she was right.

She glanced at the butterfly pendant around Fluttershy's neck. The sooner she got this over with, the better.

"Say," Rainbow said casually. "That's a nice jewel you've got there. Where'd you get it?"

She reached out to touch it, only for Fluttershy to swat her hoof away.

"Sorry," the yellow pegasus said apologetically. "It's just…I don't want you to get hurt."

Rainbow blinked. "Why?"

"What's it to ya?" Applejack demanded, sticking her nose in the rainbow pony's face.

"Just curious. That's all."

"Aw, go ahead and tell her," Sweetie Belle said brightly. "It's not like she can steal it anyway."

Rarity shrugged. "My sister has a point."

"Well," Fluttershy sighed, "I don't know why it does this, but every time some pony touches it, they get hurt."

"It has some kind of magic," Shining Armor explained, "magic that Discord wants. That's why he's been trying to kidnap Fluttershy. She's the only one who can take if off."

Rainbow pretended to be surprised. "Whoa! You're telling me the Chaos King is after you because of that necklace? Gee, that must be tough. You sure you want to keep it?"

"I can't just throw it away," Fluttershy said, gently touching the pendant. "Whatever Discord wants it for, it must be for something awful. I can't let him have it."

"But to have the Chaos King after ya all the time…you sure you can handle something like that?" Rainbow perked up. "Hey, here's an idea! How about ya let some pony else wear it? Some pony tough, some pony fearless, some pony who can handle an evil overlord? Some pony like…I don't know. Me?"

She reached for the necklace again. This time, Applejack came between them.

"Why would _you_ wanna wear the necklace?" she asked cautiously. "Don't tell me _you_ want the Chaos King chasin' ya!"

"Hey, I'm just saying I can handle him," Rainbow Dash said nonchalantly. "I don't know why you wanna put _this_ pony in danger like this."

"The necklace protects her! She won't stand a chance against Discord if she takes it off!"

"But he won't want her anymore if she doesn't have the necklace."

Rainbow bit her lip as she said this, knowing that wasn't true.

"She's keepin' it on!" Applejack exclaimed. "End of discussion!"

"Okay, okay!" Rainbow replied. "Chill!"

She turned away and groaned. So much for that tactic.

Fluttershy, anxious to break the tension, gently pushed Applejack aside.

"So why don't you tell us about your sister?"

Rainbow looked up in surprise. Then she figured "opening up" would get them more on her side.

"Scoots?" she said, smiling softly. "Well, she's not really my sister…"

"I knew it!" Applejack grunted.

"Let me finish! See, I found her a few years ago in the woods. Neither of us had families, so I took her under my wing. Since then, we've considered ourselves sisters."

Fluttershy grinned. "How old is she?"

"Eight."

"So is my brother!"

Rainbow looked at her with wide eyes. "You have siblings?"

"Just my little brother, Button." Fluttershy giggled. "Let me tell you. He's as cute as one." She frowned suddenly. "I miss him."

"Did Discord take your brother too?"

"Oh no. He's just back home, though," Fluttershy scoffed, "I guess he's my _big_ brother now that he's a hundred times my size."

Rainbow stopped in her tracks. "Say what?"

"Discord shrank her," Shining Armor explained.

"Whoa, whoa, whoa! You mean to tell me you're from the Land of _Giants_?"

She genuinely wanted to know, as Discord had not told her where the young mare was from.

"Um, I guess," Fluttershy uttered. "Is that what you call it?"

Rainbow snickered. "So…so you used to be…?" She flew upward about fifty feet. "_This_ high?!"

"Uh…I think?"

"Oh…oh, boy!" the multi-colored pegasus laughed, returning to the ground. "No wonder the Chaos King shrank ya! Why, you could've just stepped on him," she brought her hoof firmly down on a twig, "and he would've snapped like a twig!"

The dolls giggled while Shining Armor smiled.

"I mean just imagine him writhing in agony and going: 'Help me, help me!' in a teeny little voice!"

"That's horrible!" Fluttershy insisted, though she couldn't help but laugh along with her.

"Well, it would've served him right!" Rarity nodded. "We probably wouldn't even be on this quest if you had squashed him."

"Yeah," said Rainbow, "and me and Scootaloo would be…"

She trailed off, not out of sadness, but at a whispering in her ear.

"Pssst!"

Confused, Rainbow stuck her hoof in her ear and twisted it.

"Rainbow Dash!"

She jumped at the voice she knew all too well.

"A word, if you don't mind?"

"Uh…" Rainbow uttered, glancing around at the others. "I have to uh…go over there!"

"Why?" Applejack asked, raising an eyebrow.

"Um…nature call! Yeah, that's it!"

The rebel groaned. "Okay, but hurry up!"

Rainbow flashed a smile before diving into the bushes. She searched around for her master.

"Sir?" she called.

She squealed when a tiny Discord popped out of her ear.

"What's taking so long?" he demanded.

"Get out of there!" Rainbow exclaimed, hitting the other side of her head to shake him out.

Discord fell to the ground and grew to Rainbow's height so he could be intimidating but remain undetected by the others.

"I'll ask again," he growled. "What is taking so long?!"

"You can't expect them to just give me the necklace after knowing me for an hour!" Rainbow insisted. "Besides, she won't take it off."

Discord grunted. "Should've guessed. Oh, by the way, what was that about squishing me into oblivion?"

Rainbow shrank under his glare. "Hey, hey! I didn't mean it! I have to make them think I'm on their side, right? And…well, they're not so hot about you."

The Chaos King groaned as he took a step back. Then he got a hopeful look on his face.

"Tell me. Did she…like the sandwiches I gave you?"

"She?" Rainbow asked, tilting her head.

"Fluttershy. Did she like my sandwiches?"

"Um, sure. They all did. Except that rebel leader, though I'm sure she was just being cranky. I tell ya she's on to me, sir. I don't know if…"

"Which one did she eat?"

"The apple butter one, though that's not a surprise…"

"Not her! Fluttershy!"

"Oh. She had the cucumber one. Anyway, I don't think the dolls are suspicious…"

"When she had the first bite, did she…close her eyes in bliss, or did she blurt out how delicious it was even though her mouth was full?"

"She, uh…what?"

Discord grabbed her shoulders and shook her violently. "Just tell me!"

"Hey, Rainbow!" Applejack's voice called. "What are ya doin' in there?!"

"I'm not sharing that!" Rainbow shouted before turning back to her boss. "Look, it'll take a while before they can fully trust me. Just give me some time and…"

"I can't wait that long!" Discord growled between his teeth. "I need her _now_!"

"But I…what?"

He groaned as he slowly released her. "Well, you're just going to have to wait until they're all asleep."

"But night isn't for a while and…"

"Not for long," the Chaos King grinned.

"Oh."

"But I know a way you can get them to trust you more. There's a gingerbread house not far from here where you can all take shelter."

"Gingerbread house?" Rainbow said in surprise. "But I thought you would've…"

"Oh, I've known about it for weeks. I haven't dismantled it yet because it's too fun to watch."

"Fun to watch?"

"Oh, right. When you get in," he whispered, bringing her close, "beware the pies."

"Pies?"

"Okay, have fun!" Discord waved cheerfully.

"Wait. What do you mean by…?"

But the Chaos King had vanished before she could finish.

"Rainbow Dash!" hollered Applejack's voice.

Remembering her mission, the pegasus popped out of the bush. "Yeah, what you want?"

"See!" Sweetie Belle exclaimed. "I told you she didn't abandon us!"

Applejack snorted, not taking her glare off the rainbow pony.

"Sorry about that," Rainbow said, stretching her legs. "I _really_ had to go."

"Any pony else?" Shining Armor asked, glancing at the others.

Applejack and Fluttershy shook their heads.

"Dolls don't need to go!" Sweetie Belle piped.

"Then let's press forward while it's still daylight," the nutcracker ordered.

As soon as he said that, everything went dark.

"What?" Fluttershy uttered. "But the sun wasn't…"

"It's Discord's work," Applejack said with a sigh. "He likes to turn the lights on and off whenever he pleases. Ya can never tell what time it is anymore."

"Well, we can't travel in the dark," Shining Armor observed. "We should find shelter."

"That might be what Discord wants us to do! He knows we're comin' for him, so he made it night so we can't travel!"

Fluttershy yawned. "We _have_ been walking a while."

Rainbow saw this as her cue to step in. "Ooh! I know a place we can stay!"

"Really?" Applejack said, raising her eyebrow in suspicion.

"Yeah. There's a house around here somewhere. I, err, stumbled upon it the other day."

"A house? I don't remember any house around here."

"There is! Just, um, give me a second to remember where."

Fortunately, Rainbow was a fast flyer, so she was able to sweep their surroundings in a matter of seconds. Sure enough, just down the hill was a tiny gingerbread house. She signaled the others and they gasped at the sight.

"Well, I'll be…" Applejack murmured.

"An actual gingerbread house…" Fluttershy whispered, sniffing the air. "Oh, it smells delicious!"

"I wonder who lives here," said Shining Armor.

"Who cares?" Rainbow said, flying ahead. "It's a place to sleep, isn't it?"

When they got closer, they realized that the house was falling apart. The frosting was dripping from the roof, the sugared windows were cracked and the chocolate door was hanging loosely off the hinges. One knock and it toppled over.

Shining Armor took the lead, his sword ready, as the six companions entered the house.

"Hello?" he called. "Any pony home?"

Sweetie Belle looked up and could've sworn she saw a pair of bright blue eyes, which vanished immediately.

"Uh, guys?" she whispered, clutching her sister's gown. "I don't like this."

"Beware the pies," Rainbow muttered.

"What you say?" Applejack asked.

"Oh, um…just something I heard about this place."

"It looks abandoned to me," Rarity said. "I mean who would leave their house in such a state unless no pony lived here?"

"I never thought a gingerbread house could be so dark," Fluttershy shivered.

"I don't think it's abandoned," Applejack declared.

"How can you tell?" Sweetie Belle asked.

"Take it from someone who's been livin' on an 'abandoned' farm for months. In these times, any pony livin' here wouldn't make themselves known unless…"

"NOW!"

While every pony looked up to find the source of the cry, Rainbow Dash was knocked in the head with a…

"Cupcake?"

The others ducked as more cupcakes came raining down on them.

"What'd I tell ya?" Applejack cried. "It's an ambush!"

"Who are you?" Shining Armor shouted, waving his sword. "Show yourselves!"

"He's got a sword!" a high-pitched voice screeched.

"Never bring a sword to a cupcake fight!" another voice sounding similar to the first yelled.

"Blue!" a third voice shouted. "I'm low on ammo here!"

"Then use the secret weapon!"

"Blue, that's supposed to be a secret!" said the first voice.

"Not anymore!"

"Do those voices sound like…_fillies_ to you?" Rarity asked.

"No way!" Rainbow cried as a cookie whizzed past her tail. "There's no way a bunch of fillies would be able to…"

"CHERRY BOMB!"

"Huh? Gah!"

Every pony gasped as a giant ball of cherries came hurdling towards them. Rainbow picked up Applejack and used her as a shield. When Rainbow opened her eyes, she was met with a very angry rebel, splattered in cherry juice.

"Why, you…" she grumbled, reaching for her whip.

"Wait!" Fluttershy called out, waving her hooves. "We mean you no harm! We just need a place to stay for the night!"

"Likely story!" cried the third voice that had unleashed the Cherry Bomb.

"No, really! We're victims of the Chaos King! We're on your side!"

"Think we should listen to them, Blue?" said the first voice. "That one there's too pretty to be a spy."

"Appearances can be deceiving, Rasp," said the second voice, supposedly Blue. "But that wooden boy there looks awfully familiar."

"Hey, isn't that the Sugar Plum Princess' old boyfriend?" said the Cherry Bomber. "I thought he was dead!"

"No, it's me!" the nutcracker insisted. "I'm Captain Shining Armor!"

"And I'm the leader of the Resistance!" Applejack declared.

"That would explain the black," said the voice called Rasp.

"Nevertheless," said Blue, "Mommy told us not to let any strangers into the house!"

"It's okay, girls!"

The six travelers turned to the doorway to see a pink mare standing there with brown paper bags in her hooves. Her mane was puffed up like cotton candy, her smile was big and bright, her big blue eyes were filled with cheer, and the brown cookie suit made her look like a gingerbread mare. Everything about the mare's appearance made Fluttershy want to smile.

"You can come out now!" the cookie mare exclaimed.

"Are you sure?" Blue hollered.

"Yup!" she replied, tapping her head. "My Pinkie Sense tells me these ponies are okie dokie lokie!"

"Oh boy!" the three voices chirped.

Three heads popped out of the rafters, looking similar to the mare's head, only smaller and each a different color. The owners of the three heads tumbled down and landed on their hooves with ease. The travelers looked down at them in shock.

As Rarity had guessed, they _were_ fillies, hardly bigger than Sweetie Belle. They resembled the cookie mare, having the same mane styles and wearing the same cookie suits, but instead of being pink, they were blue, magenta and red. The pink mare popped up behind them and gave them a hug.

"Hi!" she said to the travelers. "I'm Pinkie Pie, and these are my little girls! As you can see, they're triplets, but I call them the Tri-Pies, because it's cuter!"

"Hi!" the triplets said with as much enthusiasm as their mother.

"I'm Blueberry Pancake Pie!" said the blue one.

"I'm Raspberry Strudel Pie!" said the magenta.

"And I'm Cherry Changa Pie!" said the red.

Sweetie Belle raised an eyebrow. "Cherry _Changa_?"

"No thanks! I just ate!"

Rainbow smacked herself in the forehead. "Oh! Beware the _Pies_!"

"You betcha!" Blueberry piped. "You cross our path, face our wrath!"

"So sorry about our little welcome," Pinkie giggled, "but as you can see, we get a lot of trouble around here."

"Specifically Diamond Dogs!" Raspberry huffed. "Those big meanies!"

"But they're nothing against my Cherry Bomb!" Cherry chimed.

"Yeah," Applejack said, wiping the last big of cherry off her suit. "I can see that."

"So who are you, strangers?" Pinkie asked.

"Hold on, I got this!" Blueberry said.

She stepped forth and studied the travelers carefully.

"Okay, I've got it!" She pointed at Shining Armor. "This nutcracker here is really Captain Shining Armor, cursed by the Chaos King. He was banished to the Land of Giants, where he met _this_ girl," she pointed at Fluttershy, "who Discord tried to kidnap, because she's wearing the Jewel of Kindness, but he couldn't, because the necklace protects her, so he shrank her instead. And these two," she pointed at Rarity and Sweetie Belle, "are her dolls who tagged along for the ride and this," she pointed at Applejack, "is the leader of the Resistance, but her followers were all captured by the Chaos King, and this one here," Rainbow Dash got very nervous when the filly indicated her, "is trying to get her sister back from Discord in whatever way she can. All in all, they're all off to the Sugar Plum Palace to rescue Princess Cadence and every pony else by defeating the Chaos King."

Every pony was silent for a while.

"How'd you know all that?" Applejack finally asked.

"Just a hunch," Blueberry shrugged.

"That's why she's the smart one," Pinkie said proudly, patting her daughter on the head.

"You wouldn't mind letting us stay for the night, would you?" Shining Armor asked.

"Of course not! We can have a slumber party!" Pinkie gasped. "In fact, I just got a whole new batch of marshmallows!" She pulled said marshmallows out of one of her paper bags. "Who wants s'mores?!"

* * *

><p><strong>You all wondered when Pinkie as gonna show up. Yeah, like there'd be a Land of Sweets without Pinkie Pie! Well, considering Sugar Cube Corner was a gingerbread house, I was originally gonna have her be with the Cakes, but after looking back on the Mother Ginger number, I thought of Pinkie having gingerbread children, and that's how my OC's the Tri-Pies popped in, even though they shouldn't be born yet, but hey, this is an alternate universe.<strong>

**The pepperscotch flavor was courtesy of my brother.**


	7. Dancing in the Snow

**Song: "Waltz of the Snowflakes"**

* * *

><p>"So when you do that camouflage thing," Blueberry asked Rainbow Dash, "do your clothes camouflage with you or do you have to take them off?"<p>

Rainbow stared down at the blue filly beside her for a long moment and then slowly retracted her marshmallow from the fire. Without saying another word, she popped the treat into her mouth, glancing uncomfortably at Blueberry.

"You know, I never knew there was a gingerbread house around here," Applejack said as she pressed her marshmallow between two graham crackers.

"Well, duh!" Pinkie exclaimed, casually sliding a piece of chocolate into Applejack's little sandwich. "Who do you think made the gingerbread path?"

"That was you guys?" Rainbow asked.

Pinkie gasped. "How'd you know?"

"Did you make this whole house too?" Sweetie Belle inquired, glancing around.

"Oh, yeah. Baking is my specialty. Well, that and throwing parties. Oh! And playing the flugelhorn!"

"It's incredible," Rarity complimented, "although it's a little…in disarray."

"Oh." Pinkie hung her head. "Well, things haven't been the same since that meanie old Discord took over. He sent the Diamond Dogs to take the place apart. We managed to fight most of them off, but…" She sniffed. "Not before they took my Cheese!"

Rainbow raised an eyebrow. "Can't you get more cheese?"

The pink mare wailed and collapsed into Fluttershy's shoulder, as she was the nearest.

"I'm guessing she really liked that cheese," said Sweetie Belle.

This made Pinkie cry even louder.

"What's with the cheese?!" Rainbow demanded.

"Hey, shut up!" Raspberry hollered.

"She means Cheese Sandwich," Blueberry explained.

Rainbow tilted her head. "She's upset 'cuz the Diamond Dogs took her sandwich?"

"He's our dad!" Cherry exclaimed.

"Oh." Rainbow shrank back. "I feel like a schnook."

"He was just going to lead them away!" Pinkie whined. "But he never came back!"

"Hey, hey," Fluttershy said, softly patting her back. "It's okay."

"HOW IS IT OKAY?!"

Applejack shrugged. "Well, for one thing, a lot of us know how ya feel. My sister was taken by the Diamond Dogs just today."

"And the Chaos King has my Cadence," said Shining Amor.

"And my Scootaloo," murmured Rainbow.

"But don't you worry," Rarity said boldly. "Once that brute is off the throne, we're going to get every pony back!"

"That's right," Fluttershy whispered, lifting Pinkie's chin. "We'll all be with our loved ones again."

"Yeah," Rainbow huffed, glancing down at the floor. "You'll see him again, alright."

_One way or another_, she finished in her head.

She remembered Cheese Sandwich as soon as she heard his name: tall, lanky, orange, green eyes, poofy brown hair. Discord had made him his court jester. Sometimes Rainbow would see him perform. The stallion was hilarious, but now that she thought about it, he always had a sort of sadness in his eyes. She glanced around at the Tri-Pies and Pinkie, who was blowing into a tissue.

Rainbow touched a spot below her neck, where the silver whistle bulged slightly beneath her leotard. If she were to blow it here and now, would the Diamond Dogs take the Pies too? Would Discord enslave them as he did the father? She told herself that at least they'd be together, but that's what she'd told herself when she'd been captured trying to rescue Scootaloo.

She remembered that day. The minute she had seen the Diamond Dogs carrying off her little sister, she hadn't hesitated to rip out their throats. Unfortunately, she had been outnumbered. When they had reached the castle, she had tried to escape using her camouflage powers, but that hadn't fooled Discord. That's when he saw potential in her and demanded that she be his spy. Refusing had been pointless, because he had already had Scootaloo as leverage.

She looked back up at the ponies gathered around the fire. What would the Chaos King do to them once they were captured? She knew he wouldn't let the nutcracker live, and even though she had only known him for a few hours, she couldn't help but feel sorry for him. She turned to the Tri-Pies and Sweetie Belle, who were engaged in a duel with their sticks. They were all around Scootaloo's age, and Discord never made exceptions for children.

Her gaze stayed for a moment on Fluttershy. For some reason, the thought of her as Discord's slave worried her the most. She was barely a mare and still so innocent, and the way the Chaos King had spoken of her made Rainbow shiver.

Fluttershy yawned. "Dear me. It's been quite a day."

That brought Rainbow's mind back to the task at hoof.

"Yeah!" she exclaimed, faking a yawn. "We could all use the rest!"

Pinkie suddenly perked up. "Yay! Slumber party! Girls!"

The Tri-Pies dashed off and returned a second later with bundles of blankets and pillows.

"Sleep wherever you want," Pinkie said, using her hoof to put out the fire, "so long as it's not near an open flame. Oh yeah, and watch your head. This place isn't as stable as it used to be." She pointed up to the hole in the roof. "And you might not want to sleep under there if it starts raining."

Applejack nodded. "Good to know."

Shining Armor rose. "I'll take first watch."

Rainbow's eyes widened. "Watch?"

"The Diamond Dogs are on the lookout for us. We have to take precautions. Besides," the nutcracker looked down at his body, "it's kinda pointless to sleep when you're made of wood."

As Shining Armor walked out onto the balcony, Applejack sent Rainbow Dash a warning glare.

"Just so you know, partner, I always sleep with one eye open!"

"What a coincidence!" Sweetie Belle piped. "I always sleep with _two_ eyes open!"

"W-what?" Rainbow stammered.

"We're dolls," Rarity explained. "Technically, we're asleep in the daytime when we're not being watched."

Rainbow bit her lip. "Uh…so are you…still conscious?"

"Oh, yes. We may be perfectly still when we're asleep, but we are aware of our surroundings."

"That's good," Fluttershy said. "That means you can wake us up if there's danger."

"Yeah," Rainbow chuckled nervously. "Lucky us."

The multi-colored pegasus took a blanket and pillow and found a spot in the corner where she was sure to be out of the dolls' gaze. She glanced over her shoulder and noticed Applejack settling a few feet away, probably so she could keep a close watch on her. Rainbow then noticed Fluttershy lying in the middle of the floor, gazing up at the hole in the roof.

"Aren't you afraid of getting rained on?" she asked.

Fluttershy shook her head. "No. I like to watch the stars at night. They sky here is so much clearer than it is in my world. I've never seen so many…"

Rainbow noticed the sudden frown on her face.

"Fluttershy…do you, um…miss your family?"

Fluttershy nodded. "Very much. It's probably Hearth's Warming morning by now and they're all wondering where I am." She turned to look at the other pegasus. "Do you miss your sister?"

Rainbow looked down at her hooves and replied, "I…I would do _anything_ to get her back."

Fluttershy smiled softly. "Don't worry. You'll get her back. Goodnight, Rainbow."

"'Night," Rainbow muttered before quickly rolling her back to her. Then she carefully took out the silver whistle and gazed at it guiltily. "Yeah. I'll get her back, alright."

* * *

><p>He was standing in a wood. It was cold and dark, with snow falling lightly to the ground. Discord glanced around, wondering how he had gotten there.<p>

He jumped when something pushed him. He turned to see a group of tiny winged ponies. Squinting, he realized they were Snow Breezies.

"Get away!" he shouted, waving his paw. "Shoo!"

The fairy creatures squeaked something in their language and persisted in nudging him forward.

"What are you doing? Stop it!"

He tried snapping them away with his magic, but for some reason, it wasn't working. Then he heard a small, distant voice like the coo of a dove.

"Oh, where are you taking me, little friends?"

He looked ahead and froze. The mare who had spoken did the same as soon as their eyes met.

There she was, the young pegasus he had been chasing all day. The Jewel of Kindness glinted off her neck, but that's not what caught his eye.

The way she stood there, the hem of her simple white gown lightly touching the snowy ground, her wings spread out to her sides, she looked like an angel on a Hearth's Warming tree.

For a long while, they just stared at each other. Fear welled up in her eyes, thinking he was going to pounce at her at any moment, but Discord could do nothing but watch. The sight of her was too enticing to approach.

He yelped as the Breezies pushed him forward again. Another group was pushing Fluttershy too. He soon realized that the tiny creatures were bringing the two of them closer together.

"No, you don't understand!" he shouted to the Breezies. "She hates me!"

"He's evil!" Fluttershy exclaimed.

"What exactly are you guys trying to…?"

He was cut off when he and the mare collided. She gasped as she looked up at him and attempted to run when the Breezies put her back into place. Discord tried the same thing with the same result.

They were stuck there, standing toe-to-hoof, him looking down at her. Discord didn't know whether it was the cold or her wide gaze that was keeping him frozen in place.

They both stiffened when they heard music. The Breezies started dancing with the snowflakes around them, singing softly, but joyfully. Before they knew it, his claw was being pulled toward her waist and her hoof to his paw.

"Oh, no, no, no!" Discord insisted.

"No, I don't…" Fluttershy uttered at the same time.

She gasped as she was lifted and brought to his chest. Discord gulped as she was now pressed fully against him, not sure what to do now. She met his eyes again, her fear even clearer now.

His instincts told him to drop her and run, but they also told him to keep holding her. As his paw tightened around her, he felt a strange sense of…completeness. She was so small, yet fit perfectly in his arms.

The Breezies fluttered by their ears, this time speaking his own language:

"Dance! Dance!"

They stared at each other again, giving equal gulps. After a long while, Discord shrugged and guided her in a waltz. He was surprised when she suddenly yelped and wrapped her hooves around his neck. It took him a second to realize she was afraid of slipping from his grasp. He tightened his hold on her and whispered:

"Don't worry. I won't let you fall."

Fluttershy looked up at him, in the way she had while tending his burns. The fear from earlier had been replaced with fascination, as if she were under a spell. The reality was that _he_ was the one under _her _spell.

From then on, the dance was easy. Every step he took with her was smooth and light. It came to a point when neither of them cared what they were doing and just followed their instincts.

Out of the corner of her eye, Fluttershy could've sworn she saw a dark figure watching them from the trees. When she turned to get a better look, it was gone.

As the music drew to a close, Discord twirled her and moved her into a slow dip. Her breath became sharper as she gazed up at him. The way he held her in mid-air made her forget everything for a moment.

It wasn't the Chaos King she saw in those red and yellow eyes, but a tender, lonely creature.

"Shining Armor isn't the only one under a curse."

She gasped at the voice, as it sounded like her Aunt Luna's. However, she quickly forgot it as Discord's claw lifted to lightly brush the snowflakes out of her face.

Then their amulets started glowing again, pulling them closer. This time, when Discord closed his eyes, she closed hers too.

* * *

><p>Discord sat up in bed in alarm, crying, "WHAT AM I DOING?!"<p>

He glanced around the dark bedroom, panting heavily. Luckily, no pony was around to see him in this state.

"What a dream," he sighed, wiping the sweat off his brow. "What a dream."

He remembered it. Every little detail: from Fluttershy's twinkling eyes to the snowflakes entangling in her soft, pink mane. They were dancing in the snow, the snow dancing around them, and near the end of the dance…

He shook his head. What could've caused him to have a dream like _that_? He'd never dreamed about such things before.

Feeling he should wallow in these thoughts somewhere else, Discord climbed out of bed and sauntered to the throne room. He plopped onto his throne and stared up at the ceiling.

"That mare," he whispered, clutching his head, "why can't I get her out of my mind? Why can't I stop thinking of her ocean eyes, or her sweet smile, or her gentle face, or her…soft, silky hair…?"

He shook his head again as he rolled onto his stomach. "WHAT'S WRONG WITH ME?!"

He was now facing the smaller throne, the throne that had been empty ever since he had overthrown the Sugar Plum Princess. He stared at it for a long time.

He then imagined some pony sitting in the throne: a mare dressed in a simple, but elegant white gown; a small, golden tiara resting atop her rosy head. Her teal eyes turned to look at him, her gentle lips curling into a loving smile.

The mare of his fantasy was Fluttershy.

His eyes widened at this realization and then he rubbed his chin in thought. He was getting nowhere with Cadence, and it was true what she said, that he could have any mare he wanted. But could it be possible for him to have _this_ mare? He couldn't deny that she had bewitched him in a way that she was all he could think about. He remembered the kind look she had given him. Was it possible that perhaps, in time, that kindness could develop into…love?

It was surprising how well he accepted this fact: no pony loved him. Despite the fact that he was King of everything, no pony loved him. Not even his followers cared for him. They only obeyed him out of fear.

Yes. That's what he had been missing. That was the emptiness he had felt not long after taking over the Land of Sweets. He had everything…except some pony who loved him.

He thought over the witch's words and that perhaps she hadn't been talking nonsense after all. The Chaos Amulet _was_ pointing him toward his destiny: Fluttershy. His dream had confirmed it.

He looked back at the throne and realized how much he really wanted a queen. The more he thought about Fluttershy as his queen, his wife, his eternal companion; the quicker his heart raced. It came to a point where he couldn't picture any pony else sitting in that throne but her.

The idea was now engraved in his mind. As soon as the Jewel of Kindness was removed from her neck and he could finally touch her, he would take her as his bride. The sweet mare clearly wasn't fond of him now, but once she saw how much he had to offer her, she would be his.

Discord sighed contently. "Then I'll never be alone again…"

* * *

><p>Fluttershy lay awake under her blanket, having been unable to sleep after that distressing dream. At first, it had been wonderful being greeted by Snow Breezies, but when the Chaos King had appeared…<p>

Her feelings about his role in the dream were mixed. The sight of him had been alarming, yet he had looked equally surprised to see her. Then the Breezies started pushing them together into a dance. She remembered the sensation of being in his strong but gentle arms. Surprisingly, she hadn't been afraid, not while he was holding her.

She blushed at the fact that they had almost kissed before she had woken up.

What did this dream mean? She shouldn't be thinking about the Chaos King in this way! He was the enemy!

_Shining Armor isn't the only one under a curse_, her aunt's voice said in her head again.

That puzzled her as well. What curse? At first, she thought it might be about his appearance and that he was cursed like the prince in _Beauty and the Beast_. Or had her godmother meant the curse of the Chaos Amulet?

She tried to think back to Aunt Luna's story. Had she said anything about Discord being under a curse then?

_Any pony would act horrible if they had not been shown any kindness in their life_, her godmother had said.

This was true. If Discord had looked that way his entire life, not many would've been kind to him.

She shook her head at the thought. That gave him no excuse for his actions. He had brought misery to his friends, misery to this land, and most likely intended to bring misery to her as well. A monster like him didn't deserve pity, especially from her.

Fluttershy turned when she heard a soft sigh. Through the window, she saw the nutcracker staring out from the balcony. Curious, and anxious to clear her thoughts, she rose from the floor, wrapped the blanket around her, and walked quietly out to him.

"Hey," she whispered.

Shining Armor glanced at her out of the corner of his eye. "You should be asleep."

"I could say the same for you."

He shrugged. "I told you. I'm wood. I don't really get tired. You know, unless you use a really good sleep spell like the one Discord cast on us today."

Fluttershy joined him against the licorice rail and gazed up at the sky. "Were you thinking about Cadence?"

He nodded solemnly. "She's alive. That much I know. Discord has every intention of marrying her, but I know she would never accept such a fate. She knows I'll always come for her."

She hung her head. "You must really love her."

He sighed. "Ever since I first laid eyes on her. But don't get me wrong, she's more than just beautiful. No pony is able to spread as much love as her. She always had an ear for her subjects and was willing to solve any problem thrown at her." He chuckled. "I was scared to talk to her at first, but she was so understanding."

Fluttershy looked off to the side. "She sounds wonderful."

Shining Armor turned to her sympathetically. "Fluttershy…I…I know how young mares often feel certain…attractions toward their rescuers, but I can't…"

"I know," she muttered, her mane falling over her eye. "You have Cadence. It's just that…" She sighed. "This is like one of those fairy tales I read in books as a filly, and…I figured that if I ever found myself in a fairy tale, I would find a sort of…Prince Charming, you know?"

She turned to him, but kept her gaze down. "I know I'm not the one who can break your curse, but…there must be some reason for me being here, right? I mean I know I'm here because of this silly necklace, but…if I didn't have it, I'd just be…well…me."

"That's not true," the nutcracker said, laying a hoof on her shoulder.

"Oh, really?" she said, looking up. "Name one useful thing I've done on this quest."

"You fended off the Diamond Dogs…"

"_Without_ the necklace."

He opened his mouth but then paused. After much thinking, he spoke again.

"Rainbow Dash. You helped us learn to trust her. Well, Applejack's still a little weary, but…"

"What's your point?"

"My point is that you're able to see the goodness in ponies when others can't, and are able to bring out that goodness." He chuckled as he pointed to her necklace. "I don't think you need a magical amulet for that."

Fluttershy sighed. His words were a little comforting, but the whole ordeal still worried her.

"And…when we get to the Sugar Plum Palace," she murmured, "what then? I'm not even sure how this necklace works, and I don't think there's any goodness in…"

She trailed off as she recalled her dream and her strange encounters with the Chaos King.

"Hey," he whispered reassuringly. "Don't underestimate yourself. Any pony can do anything if they put their mind to it."

Fluttershy said nothing for a while and then nodded, even though no question had been asked.

"Now get some sleep," said Shining Armor. "Tomorrow's gonna be rough."

"Right," she replied softly.

She started to leave, but after a moment's hesitation, she turned back and gave the nutcracker a peck on his wooden cheek. He looked at her with wide eyes.

"What was that for?"

"Just…making sure." She blushed slightly. "Also…thanks."

Shining Armor smiled kindly. "Goodnight."

"Goodnight."

Rainbow Dash remained still as she listened to Fluttershy's hoofsteps. It was just her luck that the young mare had chosen to wake up minutes after the multi-colored pegasus. Now Rainbow was waiting for her to fall back asleep, so she could carry out her mission.

When she heard the young mare's body make contact with the floor, Rainbow took the whistle out to gaze at it again. It glinted in the moonlight coming through the roof.

She turned it in her hoof, contemplating her next move. If she blew this whistle, every pony here would become Discord's slaves. If she didn't blow the whistle, she would never get Scootaloo back.

She didn't want these ponies to get hurt. She had never wanted any of the ponies she had ratted on to get hurt. These ponies in particular trusted her. One of them had jumped off a cliff just to prove her so-called loyalty. They were counting on her to help them in their quest.

But Scootaloo was counting on her more.

Rainbow shut her eyes tight as she slowly raised the silver whistle to her lips.

* * *

><p><strong>So sorry for being on hiatus. I'm back in college and have devoted whatever little creative time I have to the final episode of "Bride of Discord." I have decided to finish this before getting back to my other stories. I have about three or four more chapters planned.<strong>


	8. A Bittersweet Betrayal

**Now that "Bride of Discord" is over, I can work on these fanfics! BTW, those of you who said that Discord was being creepy and possessive...HE'S A VILLAIN IN THIS! What do you expect?**

* * *

><p>Cadence was awoken by a loud crash. Before her was a tray of food. Not candy, but hot, steaming greens and hay.<p>

"Morning, Sunshine," Discord said mockingly.

Cadence rubbed her eyes and glanced out the window, seeing that it was dark out. "Have you been messing with the sun again or are you just waking me up real early? And what's with the food?"

The Chaos King shrugged. "Oh, I thought you'd just like to have a little something to eat before your execution."

The princess sat upright in shock. "What?!"

"Of course, every prisoner is entitled to their last meal. I'm not completely heartless."

"But…but…" She gripped her neck. "Execution?"

"Why so surprised? You said so yourself you would rather die than marry me."

"But…I didn't think…"

"That I'd give up so soon? Well, you thought wrong. You see, Princess, once I have the nutcracker in my grasp, I'll have no more use for you. And don't think you can change my mind. You were right when you said I could have any mare in the land, and I've found one who is not only a better candidate for Queen, but surpasses your beauty by infinity."

Cadence blinked. "You're marrying some pony else?"

Discord grinned toothily. "Jealous, Princess? Well, you had your chance, but this ship has sailed!" He glided to the door. "Enjoy your meal, Princess. Did I mention it will be your last?"

Cadence narrowed her eyes. "Whoever this mare is, she'll never love a monster like you!"

He shut the door with a smirk. "We'll see about that."

On his way to the throne room, Discord passed by an open room filled with cloth and sewing equipment, ponies working tiredly on an unfinished gown hanging on a dummy in the room's center.

"Put your backs into it!" he shouted. "My bride deserves only the best!"

"But, your majesty," a yellow mare with a short blue mane squeaked, "I'm not sure how fast we can…"

Discord's eyes flashed red. "Don't talk back to me, Coco Pommel!"

She shrunk back in fear. "But we don't even have her measurements…"

"THEN GUESS!"

"Yes, sir!"

As the mare went back to her sewing machine, Discord turned to Spot who was standing guard.

"Anything from Rainbow Dash?"

The Diamond Dog shook his head. "No, your majesty. I haven't heard the whistle yet."

Discord groaned as he made a watch appear on his wrist. "It's been ten hours! What's taking her so long?!"

* * *

><p>"You sure you don't need anything else?" Pinkie Pie asked the nutcracker.<p>

"No, thanks," Shining Armor said, looking back at the heavy bag of sweets Applejack was carrying. "I think we're settled."

"Ya know," Applejack said, "y'all could be valuable assets for when we face Discord. You little fillies have especially good aim!"

"We'll catch up with you later," Pinkie declared. "I think I can convince my sisters to come and help. They're hiding out at the Rock Candy Farm."

"Don't worry," Shining Armor said to the Pies. "We'll get Cheese Sandwich back."

"Oh, I can't wait to see Daddy again!" Raspberry said, bouncing up and down.

"Thank you so much," Fluttershy said, "for everything."

"Aw, it was no problem!" Blueberry exclaimed.

"Well," Rainbow muttered with downcast eyes, "see ya."

The Pies shouted their goodbyes as their friends departed.

"Bye!" Raspberry waved.

"Good luck, guys!" Blueberry called.

"Have fun storming the castle!" Cherry waved.

"Ooh, I love that movie!" Pinkie piped.

The travelers glanced at each other in confusion but then shook their heads, deciding not to question it.

"What a nice family," Sweetie Belle declared.

"Wish I had known about 'em earlier," said Applejack. "The Resistance could've really used 'em."

"We won't need the Resistance anymore after today," Shining Armor claimed.

Rainbow Dash gazed up at the sky. "I thought we agreed we weren't traveling by night. Why didn't we stay with the Pies?"

"That's just what Discord wants us to do: continue resting until morning, which he will never make come."

"Then he'll catch us in our sleep!" Applejack finished. "Or at least catch us off-guard!"

_Oh, they're good_, Rainbow thought.

It was just as well she hadn't blown the whistle last night. She was going to. She had the whistle at her lips.

The sound of Applejack yawning had stopped her in mid-blow. Rainbow had waited until the rebel had gone quiet before raising the whistle again.

She didn't know what it was that had made her tear the accursed thing off her neck. Maybe it had been the light snoring of the Tri-Pies on the other side of the room, or the sound of Fluttershy turning on her side.

Either way, she just couldn't go through with it. She might have signed her sister's death warrant, but she couldn't betray these ponies that had so far treated her like a friend. Who knows? Perhaps the mission would be successful and the Chaos King would finally be defeated.

"Rainbow Dash!" a voice whispered.

_Speak of the Devil_, Rainbow thought as she bit her lip.

"Uh…guys?" she called to the others. "I, uh, gotta go!"

Applejack turned back to her in exasperation. "Didn't ya go before we left?"

"Sorry! Ya can't control these things! This'll only take a minute, I swear!"

She quickly dove into the bushes. She raised her hoof and was about to knock the side of her head when Discord saved her the trouble by teleporting in front of her at his full height.

"It's been ten hours since I turned out the lights," he growled, "plenty of time for every pony to fall asleep, and the Diamond Dogs haven't heard a single squeak!"

Rainbow Dash started sweating. "I can explain…"

"My patience is wearing thin, Dashie!"

"No, you see the nutcracker was standing watch and the dolls have that freaky asleep but not asleep thing so the Diamond Dogs wouldn't have been able to sneak…"

"Wait a minute!"

Discord pulled on the front of her leotard and examined her neck.

"Where's your whistle?" he demanded.

Rainbow gulped. "I, uh…"

"WHERE'S YOUR WHISTLE?!"

"Rainbow, are you alright?" Fluttershy's voice called.

"Yeah!" Rainbow called. "I'm fine, just…" She paused and then wailed as if she were in pain. "Oh, boy, is this a hard one to get out or what?"

"Ew!" exclaimed Rarity's voice. "Keep that information to yourself!"

Discord lowered his voice. "Well, where is it?"

"I, um," Rainbow stammered, "lost it."

He scoffed. "What kind of fool do you take me for? I know what's going on. You're having second thoughts about this, aren't you? You're growing attached to these ponies! Am I right?!"

"Well, uh…"

"Go ahead, Dashie. Spit it out."

"I…" She paused and looked boldly up at the Chaos King. "I don't think I can be a part of this anymore."

He sighed as he released her. "I see. Shame. You were such a useful minion. Well, I can't really blame you for your softness. You are a pony, after all. However, if you think this little betrayal isn't going to go unpunished, then you're wrong. Oh, _you'll_ get off scot-free. Your little sister, however…"

"Look! I'll do anything you want! Just please, I don't wanna hurt any pony!"

He laughed. "Well, it's a little late for that! Oh, and do you really think the nutcracker and his motley crew will actually be successful in trying to defeat me?" He patted her head. "My little, naïve Dashie, they can't save your sister, if that's what you think. They don't stand a chance against me. Your choice, Dash. Will it be this group of friends you only just met yesterday or your dear, sweet sister who's counting on you to save her?"

Rainbow Dash glanced back at the bush, as if she could see the ponies on the other side of it.

"They won't be hurt?" she asked weakly.

Discord shrugged. "I can't really say much for the nutcracker, but I assure you, the worst the others will get is hard labor. As for our dear friend Fluttershy…" He smirked. "Well, you could say she'll be treated like a queen."

She raised an eyebrow at this last statement but then sighed and nodded slowly.

"What do you want me to do?"

"Well," Discord said as he tapped his chin. "Since you 'lost' the whistle, we'll have to try something different. My magic won't work on her. Well, I can't teleport her to the castle, anyway, yet somehow I was able to shrink her." He snapped his fingers. "Maybe…if we use a magic the Jewel of Kindness won't suspect, magic that doesn't harm her in any way, magic that is not really mine…"

He snapped his fingers again, this time summoning something in his claw. It was a rose of a very unusual color: blue.

"Give this flower to her," he commanded as he gently handed the rose to Rainbow Dash. "But don't inhale its scent."

"Why?"

"Because doing so will put you into a deep slumber, but only temporarily. Give this to Fluttershy, and when she falls under its spell, take her back to the palace."

Rainbow glanced down guiltily at the rose. "And after I do this…you…you will release Scootaloo?"

Discord grinned as he stooped down to her. "Once I have the Jewel of Kindness, your precious little family will be together once more. Just bring her to me. And there better not be a scratch on her, or I'll put an equal one on you!"

She nodded anxiously. "Understood!"

"Good. Now go. And whatever you do, don't get caught."

With a snap of his fingers, he was gone and Rainbow Dash was left with the deadly blue flower.

"Rainbow Dash?" called Fluttershy's voice.

Rainbow quickly tucked the rose in her leotard and stepped out of the bushes. She looked around and saw that Fluttershy was the only one there.

"Where's every pony else?"

"Applejack didn't want to keep waiting," Fluttershy explained. "So the others decided to scout ahead. I volunteered to wait for you."

Rainbow blinked. "Wow, um…thanks."

"Come on. We should catch up with the others."

The rainbow pony said nothing as she unenthusiastically followed the yellow pegasus. She withdrew the rose from her leotard and gazed at it. Such an innocent-looking object: an appropriate seal to an innocent mare's fate.

She looked back up. "Hey, Fluttershy?"

"Yes?" Fluttershy replied without looking back.

"If your little brother were in trouble, you would do anything to save him, right?"

"Of course. Why do you ask?"

"Nothing, just…making sure you understand."

Fluttershy stopped in her tracks and turned to her. "Is this about your sister?"

Rainbow bit her lip. "Kinda."

It was just now that Fluttershy noticed the flower. "Oh, my! I've never seen a blue rose before! Where'd you find it?"

"Uh…" Rainbow stammered. "In the bushes! Yeah, I saw it and, um…" She held it out to her. "You want it?"

"Oh, thank you!" Fluttershy exclaimed as she carefully took the rose in her hooves. "Oh, it's so lovely!"

"Give it a sniff. It smells, uh, really good."

Rainbow watched in agony as Fluttershy brought the flower to her face, closed her eyes and inhaled deeply.

"Oh, it's so…"

She trailed off as she dropped the flower and her legs gave out beneath her. Rainbow caught her before she could hit the ground.

"I'm sorry, Flutters," she whispered. "I'm so, so sorry."

* * *

><p>"I wonder where Rainbow Dash and Fluttershy are," Rarity said, looking back at the way she and the others had come.<p>

"I'm tellin' ya," Applejack snorted, "that no-good rainbow pegasus ran off and left Fluttershy waitin' for nothin'!"

"I'm sure they're fine," Shining Armor said. "Still, it's been a while. I'll go back and see if they're alright."

"I don't think that'll be necessary," Sweetie Belle said, pointing up to the sky.

Every pony looked up and gasped when they saw Rainbow Dash zooming past, carrying an unconscious Fluttershy in her hooves.

"Hey!" Applejack hollered. "What are ya doin'?!"

"Fluttershy!" Shining Armor called, attempting to run after them. "Rainbow, what's going on?!"

"Come back here, you!"

But alas, Rainbow was too fast for them and was soon out of sight.

"Where are they going?" Sweetie Belle questioned. "What's Rainbow doing with Fluttershy?"

"What do ya _think_ she's doin'?!" Applejack snapped. "She's takin' Fluttershy to Discord! I told ya she was a spy! I told ya she couldn't be trusted!"

"But…" the young doll sniffed. "She was our friend…"

"She lied!"

"No!" Shining Armor cried, collapsing to his knees. "This is all my fault! I should've stayed with her! I swore to protect her! First Cadence and now Fluttershy!"

"Don't worry," Rarity said, laying a hoof on his shoulder. "We'll rescue her, just like we'll rescue every pony else."

The nutcracker sighed. "But now he'll be expecting us for sure. Not only will Rainbow Dash tell him we're coming, but now he has Fluttershy as bait."

"Not to mention the princess and Applejack's sister and a whole lot of other ponies," Sweetie Belle added. "But I still can't believe that Rainbow would…"

"Forget Rainbow!" Applejack exclaimed. "What matters now is stoppin' that varmint once and for all, so we can get Fluttershy, Cadence, Applebloom and every pony back!"

Shining Armor's eyes narrowed in determination as he stood up. "You're right. We need to do this." He drew his sword and raised it above his head. "For Cadence!"

"And Fluttershy!" Rarity exclaimed.

"And Applebloom!" Applejack shouted.

"And…um…" Sweetie Belle pondered. "For Cheese Sandwich!"

They all cheered as they shot their hooves into the air.

"Now let's go bring that monster down!" Shining Armor commanded.

* * *

><p><strong>I had more planned but decided to save the rest for the next chapter.<strong>


End file.
